Esprit Holdings Limited — M&A Activity 2017

Dec 22, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor is it a solicitation of any vote or approval in any jurisdiction. This joint announcement is not for release, publication or distribution into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

WEALTH WARRIOR GLOBAL LIMITED

(Incorporated in the British Virgin Islands with limited liability)

THE GRANDE HOLDINGS LIMITED 嘉域集團有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

JOINT ANNOUNCEMENT

(1) CLOSE OF MANDATORY UNCONDITIONAL CASH OFFER BY

BAOQIAO PARTNERS CAPITAL LIMITED FOR AND ON BEHALF OF WEALTH WARRIOR GLOBAL LIMITED TO ACQUIRE ALL THE ISSUED SHARES IN THE GRANDE HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY WEALTH WARRIOR GLOBAL LIMITED AND PARTIES ACTING IN CONCERT WITH IT); (2) RESULTS OF THE OFFER; AND

(3) RESIGNATION OF DIRECTORS

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CLOSE OF THE OFFER

The Offeror and the Company jointly announce that the Offer was closed at 4:00 p.m. on Friday, 22 December 2017 and was not revised or extended by the Offeror.

RESULTS OF THE OFFER

As at 4:00 p.m. on Friday, 22 December 2017, being the latest time and date for acceptance of the Offer, the Offeror has received valid acceptances in respect of 217,401 Offer Shares under the Offer, representing approximately 0.004% of the entire issued share capital of the Company as at the date of this joint announcement.

Upon the close of the Offer, taking into account the valid acceptances in respect of 217,401 Offer Shares under the Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 4,055,892,779 Shares, representing approximately 73.85% of the entire issued share capital of the Company as at the date of this joint announcement.

SETTLEMENT OF THE OFFER

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptances of the Offer) payable for the Offer Shares tendered under the Offer will be posted to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days after the date of receipt by the Registrar of the duly completed Acceptance Forms and all the relevant documents of title to render the acceptances under the Offer complete and valid.

The latest date for posting of remittances in respect of valid acceptances received under the Offer is Friday, 5 January 2018.

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PUBLIC FLOAT OF THE COMPANY

Immediately after the close of the Offer and subject to the due registration by the Registrar of the transfer of the Offer Shares in respect of which valid acceptances were received, a total of 1,436,340,110 Shares, representing approximately 26.15% of the entire issued share capital of the Company as at the date of this joint announcement, are held by the public (within the meanings of the Listing Rules). Accordingly, as at the date of this joint announcement, the Company is in compliance with the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.

RESIGNATION OF DIRECTORS

The Board announces that, with effect immediately after the close of the Offer on 22 December 2017:

• (i) Mr. Hon Tak Kwong has resigned as a non-executive Director;

• (ii) Mr. Michael Andrew Barclay Binney has resigned as a non-executive Director;

• (iii) Mr. Manjit Singh Gill has resigned as a non-executive Director;

• (iv) Mr. Eduard William Rudolf Helmuth Will has resigned as a non-executive Director;

• (v) Mr. Lau Ho Kit, Ivan has resigned as an independent non-executive Director; and

• (vi) Mr. Chen Xiaoping has resigned as an independent non-executive Director.

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References are made to (i) the composite offer and response document (the “ Composite Document ”) jointly issued by Wealth Warrior Global Limited (the “ Offeror ”) and The Grande Holdings Limited (the “ Company ”) dated 1 December 2017; (ii) the announcement jointly issued by the Offeror and the Company dated 1 December 2017 in relation to the despatch of the Composite Document; and (iii) the announcement of the Company dated 2 December 2017 in relation to, among other things, the appointment of Directors, re-designation of Directors and change of composition of Board committees. Capitalised terms used herein shall have the same meanings as those defined in the Composite Document unless the context otherwise requires.

CLOSE OF THE OFFER

The Offeror and the Company jointly announce that the Offer was closed at 4:00 p.m. on Friday, 22 December 2017 and was not revised or extended by the Offeror.

RESULTS OF THE OFFER

As at 4:00 p.m. on Friday, 22 December 2017, being the latest time and date for acceptance of the Offer, the Offeror has received valid acceptances in respect of 217,401 Offer Shares under the Offer, representing approximately 0.004% of the entire issued share capital of the Company as at the date of this joint announcement.

Upon the close of the Offer, taking into account the valid acceptances in respect of 217,401 Offer Shares under the Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 4,055,892,779 Shares, representing approximately 73.85% of the entire issued share capital of the Company as at the date of this joint announcement.

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SETTLEMENT OF THE OFFER

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty in respect of acceptances of the Offer) payable for the Offer Shares tendered under the Offer will be posted to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days after the date of receipt by the Registrar of the duly completed Acceptance Forms and all the relevant documents of title to render the acceptances under the Offer complete and valid and in compliance with Note 1 to Rule 30.2 of the Takeovers Code.

The latest date for posting of remittances in respect of valid acceptances received under the Offer is Friday, 5 January 2018.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately before the commencement of the Offer Period on Tuesday, 29 August 2017, the Offeror and parties acting in concert with it were interested in a total of 439,180,000 Shares, representing approximately 8.00% of the entire issued share capital of the Company. Save as disclosed above, the Offeror and parties acting in concert with it did not have any Shares or rights over Shares held, controlled or directed by the Offeror or parties acting in concert with it immediately before the commencement of the Offer Period.

Immediately after the Completion but prior to the making of the Offer, the Offeror and parties acting in concert with it (excluding the Vendor) were interested in a total of 4,055,675,378 Shares, representing approximately 73.85% of the entire issued share capital of the Company.

Upon the close of the Offer, taking into account the valid acceptances in respect of 217,401 Offer Shares under the Offer, the Offeror and parties acting in concert with it are interested in an aggregate of 4,055,892,779 Shares, representing approximately 73.85% of the entire issued share capital of the Company as at the date of this joint announcement.

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The following table sets out the shareholding structure of the Company (i) immediately prior to the commencement of the Offer Period; (ii) immediately after the Completion and before the commencement of the Offer; and (iii) immediately after the close of the Offer and as at the date of this joint announcement:

The Offeror and parties acting in concert with it (excluding the Vendor)(Note 1) Splendid Brilliance Wealth Warrior Global Limited Sub-total Accolade (PTC) Inc. and parties acting in concert with it(Note 2) Accolade (PTC) Inc. (excluding the Vendor) The Vendor Sub-total Other public Shareholders Total	Immediately prior to the commencement of the Offer Period Number of Shares Approx. % of issued Shares 439,180,000 8.00% – – 439,180,000 8.00% 405,306,516 7.38% 3,639,958,801 66.27% 4,045,265,317 73.65% 1,007,787,572 18.35% 5,492,232,889 100.00%	Immediately after Completion and before the commencement of the Offer Number of Shares Approx. % of issued Shares 439,180,000 8.00% 3,616,495,378 65.85% 4,055,675,378 73.85% 405,306,516 7.38% 23,463,423 0.42% 428,769,939 7.80% 1,007,787,572 18.35% 5,492,232,889 100.00%	Immediately after the close of the Offer and as at the date of this joint announcement Number of Shares Approx. % of issued Shares 439,180,000 8.00% 3,616,712,779 65.85% 4,055,892,779 73.85% 405,306,516 7.38% 23,463,423 0.42% 428,769,939 7.80% 1,007,570,171 18.35% 5,492,232,889 100.00%	Immediately after the close of the Offer and as at the date of this joint announcement Number of Shares Approx. % of issued Shares 439,180,000 8.00% 3,616,712,779 65.85% 4,055,892,779 73.85% 405,306,516 7.38% 23,463,423 0.42% 428,769,939 7.80% 1,007,570,171 18.35% 5,492,232,889 100.00%
				73.85% 7.38% 0.42%
				7.80% 18.35%
				100.00%

Notes:

1. Splendid Brilliance, being a party acting in concert with the Offeror, is deemed to have interests in 439,180,000 Shares as the trustee to the discretionary trust which indirectly owns the entire issued share capital of Merchant Link Holdings Limited and Rise Vision Global Limited, each of which holds 219,590,000 Shares. Mr. Tan is a director of both Merchant Link Holdings Limited and Rise Vision Global Limited and is the settlor and a discretionary beneficiary of the discretionary trust. Ms. He Guichai is the sole director and sole shareholder of Splendid Brilliance.

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1. Accolade (PTC) Inc. (“ Accolade ”), is deemed to have interests 428,769,939 Shares as the trustee to the discretionary trust which owns the entire issued share capital of The Ho Family Trust Limited (“ The Ho Family Trust ”). The Ho Family Trust directly owns 15,939 Shares. The Ho Family Trust is deemed to be interested in the Shares held by Barrican Investments Corporation (“ Barrican ”), McVitie Capital Limited (“ McVitie ”), Grosvenor Fair Limited (“ Grosvenor ”) and the Vendor, which are wholly owned subsidiaries of The Ho Family Trust and directly own 335,042,717 Shares, 70,045,671 Shares, 5,738 Shares and 23,463,423 Shares, respectively. Apart from the 23,463,423 Shares held by the Vendor, the Vendor also has security interest in 1,000,000,000 Shares charged in favour of it (as mortgagee) by the Offeror (as mortgagor) pursuant to a share mortgage dated 26 September 2017. The Ho Family Trust owns a 58.78% indirect interest in Lafe Corporation Limited (“ Lafe ”) and is therefore deemed to be interested in 141,547 Shares directly held by Lafe. The Ho Family Trust is also deemed to be interested in 19,127 Shares and 35,777 Shares directly held by The Grande Properties Management Limited (“ The Grande Properties ”) and Vigers Group Pte. Ltd (“ Vigers ”), respectively, as Lafe holds the entire interest in The Grande Properties and Vigers.

Save for the acquisition of the Sale Shares and the 217,401 Offer Shares received from the valid acceptances under the Offer as detailed in this joint announcement, the Offeror and parties acting in concert with it (i) had not acquired or agreed to acquire any Shares or rights over Shares; and (ii) had not borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company, during the Offer Period.

PUBLIC FLOAT OF THE COMPANY

Immediately after the close of the Offer and subject to the due registration by the Registrar of the transfer of the Offer Shares in respect of which valid acceptances were received, a total of 1,436,340,110 Shares, representing approximately 26.15% of the entire issued share capital of the Company as at the date of this joint announcement, are held by the public (within the meanings of the Listing Rules). Accordingly, as at the date of this joint announcement, the Company is in compliance with the minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.

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RESIGNATION OF DIRECTORS

The Board announces that, with effect immediately after the close of the Offer on 22 December 2017:

• (i) Mr. Hon Tak Kwong has resigned as a non-executive Director;

• (ii) Mr. Michael Andrew Barclay Binney has resigned as a non-executive Director;

• (iii) Mr. Manjit Singh Gill has resigned as a non-executive Director;

• (iv) Mr. Eduard William Rudolf Helmuth Will has resigned as a non-executive Director;

• (v) Mr. Lau Ho Kit, Ivan has resigned as an independent non-executive Director; and

• (vi) Mr. Chen Xiaoping has resigned as an independent non-executive Director.

The abovementioned resignations of Directors are due to the change in control of the Company and each of the resigned Directors has confirmed that he has no disagreement with the Board and that there is no other matter that needs to be brought to the attention of the Shareholders or the Stock Exchange in respect of his resignation.

The Board would like to take this opportunity to express its appreciation to Mr. Hon Tak Kwong, Mr. Michael Andrew Barclay Binney, Mr. Manjit Singh Gill, Mr. Eduard William Rudolf Helmuth Will, Mr. Lau Ho Kit, Ivan and Mr. Chen Xiaoping for their invaluable contributions to the Company during their tenure of services.

By Order of the Board By Order of the Board Wealth Warrior Global Limited The Grande Holdings Limited Tan Bingzhao Francis Hui Sole Director Company Secretary

Hong Kong, 22 December 2017

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As at the date of this joint announcement, the executive Directors are Mr. Tan Bingzhao (Chairman), Mr. Deng Xiangping and Mr. Hon Yung Kwong; and the independent nonexecutive Directors are Dr. Lin Jinying, Dr. Lu Zhenghua and Dr. Ye Hengqing.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

As at the date of this joint announcement, Mr. Tan Bingzhao is the sole director of the Offeror.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than those in relation to the Group and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Group and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

The English text of this joint announcement shall prevail over its Chinese text.

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