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Kantone Holdings Limited — M&A Activity 2021
Sep 15, 2021
49654_rns_2021-09-15_91d2c9df-c6b9-4ac5-8f37-9c29bdb11d90.pdf
M&A Activity
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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 Champion Technology Holdings Limited or Kantone Holdings Limited.
INNOVATIVE CITY
INVESTMENTS LIMITED 城創投資有限公司
(incorporated in the British Virgin Islands with limited liability)
CHAMPION TECHNOLOGY HOLDINGS LIMITED 冠軍科技集團有限公司
(Continued in Bermuda with limited liability)
(Stock Code: 92)
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KANTONE HOLDINGS LIMITED 看通集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1059)
JOINT ANNOUNCEMENT
(1) EXTENSION OF THE LONG STOP DATE;
(2) DELAY IN DESPATCH OF COMPOSITE DOCUMENT IN RELATION TO
POSSIBLE MANDATORY UNCONDITIONAL CASH OFFER BY KINGSTON SECURITIES LIMITED
FOR AND ON BEHALF OF INNOVATIVE CITY INVESTMENTS LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF
KANTONE HOLDINGS LIMITED
(OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY INNOVATIVE CITY INVESTMENTS LIMITED AND PARTIES ACTING IN CONCERT WITH IT); AND
(3) DELAY IN DESPATCH OF CIRCULAR BY CHAMPION
Financial adviser to the Offeror
Kingston Corporate Finance Limited
Independent Financial Adviser to the Kantone Independent Board Committee
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Donvex Capital Limited
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Reference is made to the announcement dated 25 August 2021 jointly issued by the Offeror, Kantone and Champion in relation to the Offer (the ‘‘Joint Announcement’’). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.
EXTENSION OF THE LONG STOP DATE
As additional time is required for the fulfillment of the conditions precedent in the Sale and Purchase Agreement (such as the convening of the SGM to obtain the Champion Shareholders’ approval for the Disposal, which is expected to take place on 12 October 2021), on 15 September 2021 (after trading hours), Champion and the Offeror have agreed in writing to extend the Long Stop Date from 15 October 2021 to 30 November 2021 or such later date as shall be agreed between Champion and the Offeror in writing.
DELAY IN DESPATCH OF COMPOSITE DOCUMENT
Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document and the accompanying form of acceptance is required to be despatched to the Kantone Independent Shareholders within 21 days of the date of the Joint Announcement (i.e. on or before 15 September 2021) or such later date as the Executive may approve. Given that the conditions precedent to Completion cannot be fulfilled or waived (where applicable) within 21 days of the date of the Joint Announcement, an application has been made to seek the consent from the Executive pursuant to Note 2 to Rule 8.2 of the Takeovers Code and the Executive has indicated that it is minded to grant consent to extend the latest time for the despatch of the Composite Document and the accompanying form of acceptance to (i) a date falling on or before the seventh day after the Completion Date; or (ii) 30 November 2021, whichever is earlier.
Further announcement(s) in relation to the despatch of the Composite Document and the accompanying form of acceptance will be jointly made by the Offeror, Kantone and Champion as and when appropriate.
DELAY IN DESPATCH OF CIRCULAR BY CHAMPION
As stated in the Joint Announcement, a circular (‘‘Circular’’) containing, among other things, further information on the Sale and Purchase Agreement and the Disposal, other information as required under the Listing Rules and a notice of the SGM will be despatched to the Champion Shareholders on or before 15 September 2021. As additional time is required for Champion to prepare and finalise the information to be included in the Circular, the date of despatch of the Circular will be postponed.
Further announcement(s) in relation to the despatch of the Circular will be made by Champion as and when appropriate.
WARNING: Shareholders and/or potential investors of Champion and Kantone should be aware and take note that the sale and purchase of the Sale Shares is conditional upon satisfaction of the conditions precedent in the Sale and Purchase Agreement and therefore may or may not proceed. The Offer is a possible mandatory unconditional general cash offer and will only be made if
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Completion takes place. Accordingly, the Offer may or may not proceed. Shareholders, and/or potential investors of Champion and Kantone should therefore exercise caution when dealing in the securities of Champion and Kantone. Persons who are in doubt as to the action they should take should consult their licensed securities dealers or registered institutions in securities, bank managers, solicitors, professional accountants or other professional advisers.
By order of the board of By order of the board of By order of the board of INNOVATIVE CITY CHAMPION KANTONE HOLDINGS INVESTMENTS TECHNOLOGY LIMITED LIMITED HOLDINGS LIMITED Wong Man Winny Chan Koon Wa Wong Man Winny Chairperson Director Chairperson
Hong Kong, 15 September 2021
As at the date of this joint announcement, the sole director of the Offeror is Mr. Chan Koon Wa.
The sole director of the Offeror jointly and severally accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Champion Group, the Kantone Group, their respective associates and parties acting in concert with them), and confirm, having made all reasonable enquires, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Champion Group, the Kantone Group or their respective director(s)) 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.
As at the date of this joint announcement, Ms. Wong Man Winny is the executive director of Champion, Mr. Liu Ka Lim and Ms. To Yin Fong Cecilica are the non-executive directors of Champion, and Mr. Leung Man Fai, Mr. Chan Yik Hei and Mr. Wong Yuk Man Edmand are the independent non-executive directors of Champion.
All directors of Champion jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror, its associates 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 or its sole director) 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 in this joint announcement misleading.
As at the date of this joint announcement, Ms. Wong Man Winny and Mr. Wu Yunjing are the executive directors of Kantone, Mr. Liu Ka Lim and Ms. To Yin Fong Cecilica are the non-executive directors of Kantone, and Mr. Leung Man Fai, Ms. Chung Sau Wai Ada and Mr. Clayton Ip are the independent non-executive directors of Kantone.
All directors of Kantone jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Champion Group, the Offeror, their respective associates and parties acting in concert with them (save for Kantone Group)), 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 Champion Group, the Offeror or their respective director(s) in their capacity as such) 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 in this joint announcement misleading.
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