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Metaspacex Limited — M&A Activity 2023
Oct 31, 2023
50175_rns_2023-10-31_61948be9-571f-4325-a030-afa90768d769.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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Yield Go Holdings Ltd., 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.
Yuan Feng Ventures Limited 元豐創投有限公司
(Incorporated in Hong Kong with limited liability)
Yield Go Holdings Ltd. 耀高控股有限公司 (Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1796)
JOINT ANNOUNCEMENT DELAY IN DESPATCH OF COMPOSITE DOCUMENT RELATING TO (UNCONDITIONAL MANDATORY CASH OFFER FOR SHARES BY HEAD & SHOULDERS SECURITIES LIMITED FOR AND ON BEHALF OF YUAN FENG VENTURES LIMITED TO ACQUIRE ALL OF THE ISSUED SHARES OF YIELD GO HOLDINGS LTD. (OTHER THAN THOSE SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY YUAN FENG VENTURES LIMITED AND PARTIES ACTING IN CONCERT WITH IT)
Financial adviser to the Offeror
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Offer Agent to the Offeror
Independent Financial Adviser to the Independent Board Committee
Reference is made to the announcement jointly issued by Yuan Feng Ventures Limited (the “ Offeror ”) and Yield Go Holdings Ltd. (the “ Company ”) dated 10 October 2023 (the “ Joint Announcement ”) in relation to, inter alia, the unconditional mandatory cash offer for Shares by Head & Shoulders Securities Limited for and on behalf of the Offeor to acquire all the issued shares of the Company (other than those Shares already owned or agreed to be acquired by the Offeror and parties acting in concert with it) (the “ Offer ”). Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the Joint Announcement.
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As disclosed in the Joint Announcement, pursuant to Rule 8.2 of the Takeovers Code, the Composite Document containing, among other things, (i) details of the Offer (including the expected timetable and terms of the Offer); (ii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Offer; and (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee in relation to the Offer, together with the relevant forms of acceptance and transfer, will be despatched to the Shareholders within 21 days from the date of the Joint Announcement (i.e. on or before 31 October 2023) or such later date as the Executive may approve.
As additional time is required for preparing and finalising certain information to be included in the Composite Document, including, among others, the letter from the Independent Financial Adviser, an application has been made to the Executive for a waiver from strict compliance with the requirement under Rule 8.2 of the Takeovers Code to extend the deadline for the despatch of the Composite Document to a date falling on or before 15 November 2023, and the Executive has indicated that it is minded to grant such extension.
Further announcement(s) will be made when the Composite Document (accompanied by the form(s) of acceptance) is despatched or in the event of any changes to the expected timetable.
By order of the board of By order of the Board of Yuan Feng Ventures Limited Yield Go Holdings Ltd. Huang Hou Man Hoi Yuen Sole Director Chairman and executive Director
Hong Kong, 31 October 2023
As at the date of this joint announcement, the Board comprises Mr. Man Hoi Yuen, Ms. Ng Yuen Chun, Mr. Ho Chi Hong, Mr. Zheng Gang, Mr. Lin Zheng and Mr. Zheng Chenhui as executive Directors; Mr. Chen Jian and Mr. Chen Yidong as non-executive Directors and Mr. Chan Ka Yu, Dr. Lo Ki Chiu, Mr. Leung Wai Lim and Mr. Ma Hon Yiu as independent nonexecutive Directors.
Directors issuing this joint announcement 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 and parties acting in concert with it), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of the Offeror) 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, the sole director of the Offeror is Ms. Huang Hou. Ms. Huang Hou accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Vendor and the Group), and confirms, having made all reasonable enquires, that to the best of her knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) 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.
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