Legendary Education Group Ltd. — M&A Activity 2016

Oct 17, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.

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L & A International Holdings Limited 樂 亞 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8195)

DECISION OF TAKEOVERS AND MERGERS PANEL RELATING TO THE DISPUTE ON THE TERMS OF THE PRE-CONDITIONAL VOLUNTARY CONDITIONAL SECURITIES EXCHANGE AND CASH OFFER

Financial Adviser to the Company

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Reference is made to the announcement of L & A International Holdings Limited (the ‘‘Company’’) dated 23 August 2016 in relation to the dispute on the terms of the preconditional voluntary conditional securities exchange and cash offer made by VBG Capital Limited on behalf of the Offeror (the ‘‘Announcement’’). Capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcement unless otherwise stated.

As stated in the Announcement, the Board is of the view that the Revised Offer by the Offeror should maintain the same ratio of cash and WLS Shares as far as practicable as in the Original Offer (which was HK$0.28 cash and 1 WLS Share for every 20 Shares) pursuant to Rule 24.2 of the Takeovers Code, and the Revised Offer should comprise approximately 39 new WLS Shares and HK$11.04 cash for every 400 Shares, instead of 57 new WLS Shares and HK$5.60 in cash for every 400 Shares, in order to serve the best interest of the Shareholders.

On 31 August 2016, the Company made a ruling application to request the Offeror to comply with Rule 24.2 of the Takeovers Code and the Executive issued a negative ruling to our application on 5 September 2016 (the ‘‘Executive’s Ruling’’).

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On 15 September 2016, the Company made a request to review of the Executive’s Ruling by the Takeovers and Mergers Panel (the ‘‘Panel’’) pursuant to section 9.1 of the Introduction of the Takeovers Code.

The Panel met on 22 September 2016 to review the Executives’ Ruling.

On 12 October 2016, the decision of the Panel was published on the website of the Securities and Futures Commission, pursuant to which the Panel finds that there is no basis through the application of Rule 24.2 to alter the Offeror’s offer which has been made in full compliance with Rule 24.1(a)(i).

Full text of the Panel’s decision with detailed reason and considerations can be found on the website of the Securities and Futures Commission.

Disclosure of Dealings

All associates (including a person who owns or controls 5% or more of any class of relevant securities) of the Offeror and the Company are reminded to disclose their dealings in any relevant securities of the Offeror and the Company in accordance with Rule 22 of the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:

‘‘Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.’’

By order of the Board

L & A International Holdings Limited Ng Ka Ho

Chairman and executive Director

Hong Kong, 17 October 2016

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As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Ng Ka Ho and Mr. Yang Si Hang, one non-executive Director, namely, Mr. Wong Chiu Po and three independent non-executive Directors, namely, Mr. Kwong Lun Kei Victor, Mr. Ma Chi Ming and Mr. Chan Ming Sun Jonathan.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

This announcement will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting and on the website of the Company at http://www.lna.com.hk.

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