China Maple Leaf Educational Systems Limited (SEHK:1317) made a voluntary conditional general cash offer to acquire Kingsley Edugroup Limited (SEHK:8105) from DGMK Investment, Eduking Investment, Star Shine Finance Limited and others for approximately HKD 430 million on January 24, 2020. Pursuant to the terms of the offer, China Maple Leaf Educational Systems Limited will acquire 800 million shares in Kingsley Edugroup Limited for HKD 0.54 per share. China Maple Leaf Educational Systems Limited will satisfy the cash consideration payable from the internal resources. 50% of the consideration will be payable to Kingsley's shareholders who have accepted the offer prior to the first closing date within 7 business days of the later of the date the offer becomes or is declared unconditional and the date of receipt of a duly completed acceptance, 20% of the payment will be made as all the outgoing Directors cease their directorship position with Kingsley after the first closing date or when the offer becomes or is declared unconditional (whichever is later) and the remaining 30% payment at the completion of transfer of land title of the KIS Annex land from Kingsley Hills (the covenanting Kingsley shareholder's affiliate) to Kingsley's wholly-owned subsidiary within three months after the offer becomes or is declared unconditional (whichever is later).

If China Maple Leaf Educational Systems Limited acquires more than 90% stake in Kingsley Edugroup Limited, it intends to privatise Kingsley Edugroup Limited by exercising the compulsory acquisition. The offer is subject to conditions including approvals and consents from all relevant banks and/or financial institutions providing banking facilities to the Kingsley Group, including but not limited to OCBC Al-Amin Bank Berhad (OCBC RCF-I facility) and CIMB Islamic Bank Berhad (CIMB TF-I facility), by the Kingsley Group on or before the Closing Date, Valid acceptance of the offer having been received (and not, where permitted, withdrawn) in respect of such number of shares which would result in China Maple Leaf Educational Systems Limited holding at least 90% of the offer shares and not less than 90% of the Disinterested Kingsley's shares (being issued Kingsley's shares other than those being held by China Maple Leaf Educational Systems Limited or China Maple Leaf Educational Systems Limited concert parties). Where the offer becomes or is declared unconditional (whether as to acceptances or in all respects), it should remain open for acceptance for not less than 14 days thereafter. On February 25, 2020, 75% shareholders of Kingsley approved the transaction. As of February 28, 2020, all conditions to the offer have been satisfied and accordingly the transaction has become unconditional in all respects. As of March 4, 2020, the Board of Kingsley, Independent Board Committee of Kingsley and Euto Capital Partners recommended that the Kingsley's shareholders should accept the Offer. The offer will remain open for acceptance until March 18, 2020. Ballas Capital Limited acted as financial advisor to China Maple Leaf Educational Systems Limited. Euto Capital Partners Limited acted as financial advisor to the board of Kingsley Edugroup Limited.

China Maple Leaf Educational Systems Limited (SEHK:1317) completed the acquisition of Kingsley Edugroup Limited (SEHK:8105) from DGMK Investment, Eduking Investment, Star Shine Finance Limited and others on March 18, 2020. China Maple Leaf Educational Systems acquired 779.3 million shares representing 97.41% stake in Kingsley Edugroup. China Maple Leaf Educational Systems intends to privatize Kingsley by exercising the compulsory acquisition rights. China Maple Leaf Educational Systems will complete the compulsory acquisition by July 23, 2020. As of July 17, 2020, the register of the members of Kingsley will be closed from July 17, 2020 to July 22, 2020. As of July 23, 2020, no Kingsley shareholders holding the remaining shares has made any application in relation to restrict the exercise of the right to compulsory acquisition and the procedures to complete the compulsory acquisition has been completed and all the remaining shares have been transferred to China Maple Leaf.