Joint Offerors Propose Cash Partial Offer of HK$1.88 Per Xingda’s Share Subject to Approval from Qualifying Shareholders Holding Over 50% of the shares not held by the Joint Offerors, the Joint Offerors’ Shareholders and parties acting in concert with either of them
HONG KONG, Feb. 21, 2023 /PRNewswire/ — Xingda International Holdings Limited (“Xingda” or the “Company“) (Stock Code: 1899.HK) is one of the leading global manufacturers of radial tire cords. The Joint Offerors have made a conditional voluntary cash partial offer to acquire a maximum of 80 million Xingda’s shares, representing 4.81% of the total issued capital of the Company. The offer price is HK$1.88 per share, a premium of approximately 26.09% over the average of the closing prices of Xingda’s shares on the Hong Kong Stock Exchange for the last 10 consecutive trading days prior to and including the publication of the joint announcement by the Joint Offerors and the Company on 7 December 2022. Great Trade Limited, In-Plus Limited, Power Aim Limited, Wise Creative Limited and Widen Success Limited are the joint offerors (“the Joint Offerors“) of the partial offer.
The total cash consideration involved in the partial offer is around HK$150 million if the maximum number of 80 million Xingda’s shares are acquired by the Joint Offerors. Should the Partial Offer be completed, the equity interest of the Joint Offerors and their concert parties in Xingda will increase from 45.60% to 50.42%.
The partial offer is conditional on (i) valid acceptances being received (and not, where permitted, withdrawn) in respect of the minimum number of offer shares (i.e. 73,313,834 Offer Shares) and which would result in the Joint Offerors and parties acting in concert with them holding the interest in not less than 50.01% of the Shares in issue at or before 4:00 p.m. (Hong Kong time) on the First Closing Date (i.e. 4pm on Friday, 24 February 2023); and (ii) approval of the Partial Offer by qualifying shareholders who are registered as Shareholders in the register of members of the Company as at the First Closing Date holding over 50% of the Shares not held by the Joint Offerors and parties acting in concert with them. The results of the Partial Offer and whether the Partial Offer will be extended or has become unconditional will be announced by 7pm on the First Closing Date.
If a qualifying shareholder wishes to approve the partial offer, he or she should signify his or her approval on a separate tick box on the Form of Approval and Acceptance specifying the number of shares in respect of which the partial offer is approved. Qualifying shareholders may vote in respect of the total number of Shares held by it to approve the partial offer even though such Qualifying shareholders do not intend to accept the Partial Offer and/or the number of shares voted may be more than the number of shares tendered for acceptance.
Likewise, if the qualifying shareholder wishes to accept the partial offer, he or she should signify his or her acceptance on a separate box on the Form of Approval and Acceptance specifying the number of shares in respect of which the Partial Offer is accepted.
Only one Form of Approval and Acceptance will be accepted from each Qualifying Shareholder by the Joint Offerors and only one vote for each share may be cast.
Upon completion of the Partial Offer, Xingda will have greater flexibility to manage its capital structure. Should the Partial Offer be completed, the Joint Offerors and their concert parties will collectively own more than 50% of the voting rights in Xingda, and thus they will no longer be subject to the “2% creeper rule” under Rule 26.1 of the Takeovers Code (but are still subject to Rule 28.3 of the Takeovers Code). The Company can then manage its capital structure, including by way of making share repurchases, more flexibly.
Upon the Partial Offer becoming unconditional, each Qualifying Shareholder (i) will receive a payment of HK$1.88 in cash for every Offer Share in respect of which that Qualifying Shareholder validly accepts the Partial Offer and which is taken up by the Joint Offerors under the Partial Offer (less the seller’s ad valorem stamp duty arising therefrom); and (ii) will have the opportunity of retaining an interest in the Company going forward and therefore, will be able to enjoy any further potential upside from any retained ownership in the Company post the Partial Offer.
The increase in shareholding in the Company by the Joint Offerors and their concert parties can also demonstrate their commitment to the Company and its subsidiaries (the “Group“) and their confidence towards the prospects of the Group. It may possibly improve the Group’s credit indicators which allow the Group to conduct future equity and debt financing at a lower cost.
The Group is principally engaged in the manufacturing and trading of radial tire cords, bead wires and other wires. The Group is a manufacturer of radial tire cords in the PRC and its top customers are mainly global tire manufacturers. The Group’s production bases are located in Jiangsu and Shandong Province of the PRC and Thailand. Given that the global economy has been gradually recovering from the COVID-19 pandemic and the Chinese Government has also strengthened organic economic development drivers to promote continuous economic growth with the help of investment policies and consumption policies alongside measures to expand domestic demand and allocate funds, the Joint Offerors expect that the global demand for automotive tire strengthening material will grow significantly in the coming few years, and in the mid and long run, the radial tire cord industry will continue to thrive. Therefore, the Joint Offerors seek to obtain further interest in the Company to consolidate their joint control in the Company.
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