KFM Gold Champion and the wholly-owned subsidiary of Luxshare Precision (02475) (Shenzhen: 002475), Luxshare Hong Kong, jointly announced that KIG Real Estate, which holds 56.43% equity of KFM Gold Champion's chairman and executive director Sun Guohua, has agreed to sell 57% of KFM Gold Champion's shares to Luxshare Hong Kong for HK$684 million. As the offeror, Luxshare Hong Kong will make an unconditional mandatory cash offer at HK$2 per share, representing a 55.9% discount to the closing price of HK$4.54 before suspension. KFM Gold Champion has been suspended since September 14 and has applied to the Hong Kong Stock Exchange to resume trading effective 9:00 a.m. today.
The group stated that the maximum consideration payable by Luxshare Hong Kong under the offer will be approximately HK$300 million, and the offer price will not be increased. It is intended that KFM Gold Champion's existing business operations will continue and its listing status will be maintained after the offer concludes.
*Proposed issuance of convertible bonds to raise HK$360 million*
In addition, the group announced that under special authorization, it proposes to issue zero-coupon convertible bonds with an aggregate principal amount of HK$360 million to Luxshare Hong Kong and five investors. Luxshare Hong Kong will subscribe for bonds with a principal amount of HK$252 million, at a conversion price of HK$2 per share. Upon full conversion, 180 million new shares will be issued, increasing Luxshare Hong Kong's stake from 57% to 60%. The net proceeds are expected to be allocated as follows: approximately 25% for expanding manufacturing investments in Suzhou, China, and Malaysia; approximately 50% for general working capital; and approximately 25% for repaying bank loans. (am)