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Qinqin Foodstuffs Group [HKG: 1583], a China-based Jelly products manufacturer, announced that Sure Wonder Limited plans to make an HKD 2.3 per share offer for the company:

The Company was notified by Sure Wonder Limited (“the Offeror”) and Vendors that after trading hours of the Stock Exchange on 13 April 2018:—

(i) Easy Success and the Offeror entered into the Easy Success Transfer Document, pursuant to which Easy Success has agreed to sell and the Offeror has agreed to purchase 40,000,000 Shares, representing approximately 7.01 % of the issued Shares as at the date of this joint announcement, for a total cash consideration of HKD 92,000,000 (being HKD 2.3 per Share);

(ii) An Ping and the Offeror entered into the An Ping Transfer Document , pursuant to which An Ping has agreed to sell and the Offeror has agreed to purchase 44,933,950 Shares, representing approximately 7.87 % of the issued Shares as at the date of this joint announcement, for a total cash consideration of HKD 1.

The Acquisition will be completed when the transfer of the Sale Shares through the CCASS system has been completed, which is currently expected to happen two business days after the date of the Transfer Documents. The total cash consideration in respect of the Acquisition will be paid in full by the Offeror to the Vendors upon completion of transfer of the Sale Shares.

MANDATORY CONDITIONAL CASH OFFERS

As at the date of this joint announcement, the Offeror is interested in 29,555,978 Shares, representing approximately 5.18% of the issued Shares as at the date of this joint announcement. Immediately upon completion of the Acquisition, the Offeror will be interested in 114,489,928 Shares, representing approximately 20.06 % of issued Shares as at the date of this joint announcement.

As the Vendors are members of the Offeror Concert Party Group, notwithstanding the Acquisition, the number of Shares in which the Offeror Concert Party Group is interested in will remain unchanged at 226,907,306 Shares immediately before and after completion of the Acquisition, representing approximately 39.76% of the issued Shares as at the date of this joint announcement. However, given the leader of the Offeror Concert Party Group will be changed as a result of the Acquisition, pursuant to Note 1 to Rule 26.1 of the Takeovers Code, the Offeror will be required to make a mandatory conditional cash offer for all the issued Shares (other than those already owned and/or agreed to be acquired by the Offeror Concert Party Group). Pursuant to Rule 13 of the Takeovers Code, the Offeror will make an appropriate cash offer to the Offer Optionholders to cancel all Offer Options.

Deloitte Corporate Finance will, for and on behalf of the Offeror, make the Offers in compliance with the Takeovers Code on the following basis:

The Share Offer

For each Offer Share .......................................................................................... HKD 2.3 in cash

The Option Offer

For each Offer Option held and to be cancelled ........................................ HKD 0.0001 in cash

The Share Offer Price of HKD 2.3 for each Offer Share under the Share Offer is the same as the highest price to be paid per Sale Share by the Offeror pursuant to the Transfer Documents. Pursuant to Rule 13 and Practice Note 6 of the Takeovers Code, the Option Offer Price would normally represent the difference between the exercise price of the Options and the Share Offer Price. Under the Option Offer, since the exercise price of the Offer Options, being HKD 2.56, is above the Share Offer Price of HKD 2.3, the Offer Options are out-of-money and the Option Offer Price is set at a nominal price of HKD 0.0001.

As at the date of this joint announcement, the Company has 570,696,557 Shares in issue and 8,560,000 outstanding Options and has no other relevant securities (as defi ned in Note 4 to Rule 22 of the Takeovers Code) as at the date of this joint announcement.

Principal terms of the Offers are set out in the section headed “Mandatory Conditional Cash Offers” below. Based on the Share Offer Price of HKD 2.3 per Offer Share and 343,789,251 Offer Shares and 8,440,000 Offer Options:

(a) Assuming no Offer Options are exercised and the Share Offer is accepted in full:

(i) the value of the Share Offer will be approximately HKD 790,715,277.30 ; and

(ii) the total amount to satisfy the cancellation of all Offer Options will be approximately HKD 844 . (b) Assuming all Offer Options are exercised and the Share Offer is accepted in full:

(i) the value of the Share Offer will be approximately HKD 810,127,277.30 (USD 103m); and

(ii) no amount will be payable by the Offeror under the Option Offer.

The Offeror intends to finance the total consideration of the Acquisition and Offers by the Loan.

Deloitte Corporate Finance, the financial adviser to the Offeror in respect of the Offers, is satisfied that sufficient financial resources are available to the Offeror to satisfy the consideration for the Acquisition and the full acceptance of the Offers.

The Offeror intends to maintain the listing of the Shares on the Stock Exchange following the close of the Offers.

DESPATCH OF COMPOSITE DOCUMENT

The Offeror and the Company intend to combine the offer document and the Company’s board circular in the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, within 21 days after the date of this joint announcement or such later date as the Executive may approve, the Offeror and the Company are required to despatch the Composite Document containing, among other things, (i) details of the Offers and their respective terms and conditions (including the expected timetable); (ii) the letter from the Independent Board Committee containing its recommendation in respect of the Offers; (iii) the letter of advice from the independent financial adviser to the Independent Board Committee in respect of the Offers; and (iv) relevant forms of acceptance and transfer, to the Offer Shareholders and Offer Optionholders. It is expected that the Composite Document will be despatched on or before 4 May 2018.

Further announcement(s) regarding the despatch of the Composite Document will be made by the Offeror and the Company as and when appropriate.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee has been established by the Company to make a recommendation to the Offer Shareholders and Offer Optionholders in respect of the Offers pursuant to Rule 2.1 of the Takeovers Code.

An independent financial adviser will be appointed, with the approval of the Independent Board Committee, to advise the Independent Board Committee in respect of the Offers and, in particular, as to whether the Offers are fair and reasonable and as to the acceptance of the Offers pursuant to Rule 2.1 of the Takeovers Code. A further announcement will be made by the Company as soon as possible after the appointment of the independent financial adviser. The advice of the independent financial adviser and the recommendation of the Independent Board Committee will be included in the Composite Document to be despatched to the Offer Shareholders and Offer Optionholders.

WARNING

Shareholders, Optionholders and potential investors should note that the Independent Board Committee has yet to consider and evaluate the Offers. The Directors make no recommendation as to the fairness or reasonableness of the Offers or as to the acceptance of the Offers in this joint announcement. Shareholders should read the Composite Document, including the recommendations of the Independent Board Committee in respect of the Offers and a letter of advice from the independent financial adviser, before forming a view on the Offers.

Shareholders, Optionholders and potential investors are advised to exercise caution when dealing in the securities of the Company. If Shareholders, Optionholders and potential investors are in any doubt about their position, they should consult their professional advisers.

Link to stock exchange filing