Tan Boon Seng, Chairman of Lee Hing Development Limited made an offer to acquire remaining 98.99% stake in Lee Hing Development Limited (SEHK:68) from a group of investors in a going private transaction for approximately HKD 120 million.
Lee Hing Development Limited has five Directors, comprising two executive Directors and three independent non-executive Directors. Post-closing, all the independent non-executive Directors shall cease to be Directors with effect from the date on which the withdrawal of the listing of Lee Hing Development Limited on the main board of the Stock Exchange becomes effective following the compulsory acquisition by Tan Boon Seng to acquire the remaining Lee Hing shares.
The offer is conditional only upon non-waivable condition of valid acceptances of not less than 70% of all the Lee Hing Shares then in issue. The Independent Board Committee comprising all independent non-executive Directors who have no direct or indirect interest in the offer, namely Ho Hau Chong, Norman, Fung Ka Pun and Lim Lay Leng, has been established to advise and give a recommendation to the disinterested shareholders as to whether the terms of the offer are fair and reasonable and as to the acceptance of the offer. On November 10, 2021, Lee Hing Development Limited issued circular to its shareholders. The independent Board committee along with independent financial advisor recommended its shareholders to accept the offer. The offer will commence from November 10, 2021 to December 1, 2021. As on December 1, 2021, the Offeror had received valid acceptances in respect of 119,047,124 Lee Hing Shares, representing approximately 81.11% of all the Lee Hing Shares. the Offeror announces that the condition as to acceptances has accordingly been fulfilled. The Offer has become unconditional in all respects on December 1, 2021. The Offer will remain open for acceptance until the expiry of a period of four months after the posting of the Composite Document for the purpose of allowing the Offeror to acquire further Lee Hing Shares to entitle it to exercise its compulsory acquisition rights. The Offeror announces that the Offer will remain open for acceptance until March 10, 2022. Kingkey Securities Group Limited acted as the offer agent and INCU Corporate Finance Limited acted as the financial advisor for Tan Boon Seng. Octal Capital Limited acted as the financial advisor for the Independent Board Committee of Lee Hing Development Limited. Tricor Standard Limited acted as registrar to Lee Hing Development Limited. Dorsey & Whitney LLP acted as legal advisor to Lee Hing Development Limited.