Red Emerald Capital Fund II LP made a proposal to acquire Mason Group Holdings Limited (SEHK:273) for HKD 1.5 billion on May 30, 2023. As reported, all the scheme shares held by the scheme shareholders will be cancelled and extinguished on the effective date in exchange for the payment by Red Emerald Capital Fund II LP to the scheme shareholders of the cancellation price of HKD 0.0338, less the dividend adjustment (if any), in cash. The proposal will be implemented by way of the Scheme of arrangement. Red Emerald Capital Fund II LP intends to finance the cash requirement for the proposal through (a) its internal cash resources, indirectly funded through Red Emerald Capital Fund II from its limited partners; and (b) the drawdown of the margin loan facility provided to the offeror by Funderstone Securities.

The implementation of the proposal is subject to the approval of the scheme at the Court Meeting, the passing of a special resolution by a majority of at least 75% of the votes cast by Mason Group shareholders, the sanction of the Scheme (with or without modifications) and the confirmation of the reduction of the issued share capital of Mason Group, approval of the Securities and Futures Commission of Hong Kong (SFC), and other conditions. An Independent Board Committee, which comprises all the independent non-executive Directors has been established by the Mason Board to advise the independent shareholders in connection with the proposal. All of the conditions will have to be satisfied or waived (as applicable), on or before the Long Stop Date, i.e. February 15, 2024 otherwise the Scheme will not become effective. As of June 30, 2023, the latest date for dispatching the Scheme Document has been extended from July 2, 2023 to September 7, 2023. As of September 6, 2023, the latest date for dispatching the Scheme Document has been extended from September 7, 2023 to September 8, 2023. As of October 3, 2023 the SFC Approvals were obtained. As of October 3, 2023 court approval obtained.

Somerley Capital Limited acted as a financial advisor to Red Emerald Capital Fund II LP. Gram Capital Limited has been appointed as the independent financial advisor to advise the Independent Board Committee of Mason Group in relation to the proposal. Deacons acted as legal advisor for Red Emerald Capital Fund II LP. Arthur Tso and Leo Cheng of DLA Piper Hong Kong Services Limited acted as legal advisor to Mason Group Holdings Limited. Computershare Hong Kong Investor Services Limited acted as registrar to Mason Group Holdings Limited.

Red Emerald Capital Fund II LP completed the acquisition of Mason Group Holdings Limited (SEHK:273) on November 10, 2023.