Fullshare proposes acquiring more than 90% of China High Speed Transmission Equipment Group in line with business direction of providing green, healthy living environment
2016 Sep 15
(16 September 2016) Fullshare Holdings Limited (“Fullshare Holdings” or the “Company”, which together with its subsidiaries, is referred to as the “Group”; SEHK stock code: 607) proposes an offer to acquire a more than 90% equity interest in China High Speed Transmission Equipment Group Co., Ltd. (“China High Speed Transmission”; SEHK stock code: 658) to diversify into a wind power business in China. The move is also in line with Fullshare Holdings’ business direction of providing a green, healthy and comfortable living environment for society.
China High Speed Transmission is a leading supplier of mechanical transmission equipment in China and overseas markets. Its products are used in wind power and have a wide range of industrial applications.
Fullshare Holdings proposes exchanging every five of its new shares for every two shares of China High Speed Transmission. Pursuant to the offer, Fullshare Holdings will allot and issue an aggregate of 3,716,823,890 new shares to China High Speed Transmission’s major shareholder, Fortune Apex Limited (which now holds a 28.01% equity stake in China High Speed Transmission) and to the acquisition target’s other public shareholders (who now hold 62.91% of China High Speed Transmission) in order to acquire a 90.92% stake in China High Speed Transmission. Fullshare Holdings’ chairman, Mr. Ji Changqun, presently has a 9.08% holding in China High Speed Transmission through his direct wholly- owned investment holding company, Glorious Time Holdings Limited.
The number of new shares that Fullshare Holdings proposes to issue will represent: (i) approximately 23.41% of Fullshare Holdings’ existing 15,877,960,000 issued shares and (ii) approximately 18.97% of Fullshare Holdings’ issued share capital of 19,594,783,890 shares as enlarged only by the issue of the aforesaid number of new shares.
For the proposed transaction, the ascribed value of HK$10.95 per China High Speed Transmission’s share (equivalent to Fullshare Holdings’ closing share price of HK$4.38, as quoted on the Stock Exchange of Hong Kong Limited (“the Stock Exchange”) on the last trading day (9 September 2016) before trading in the shares was halted pending the announcement about the proposed acquisition, multiplied by 5 and divided by 2 for each share of China High Speed Transmission) represents a premium of approximately 46.59% over China High Speed Transmission’s closing share price of HK$7.47 as quoted on the Stock Exchange on 9 September 2016. Meanwhile, the implied issue price of HK$2.99 per new share of Fullshare Holdings (equivalent to China High Speed Transmission’s closing share price of HK$7.47, as quoted on the Stock Exchange on the last trading day (9 September 2016) before trading in the shares was halted pending the announcement about the proposed acquisition, multiplied by 2 and divided by 5 for each new share of Fullshare Holdings) represents a discount of approximately 31.74% to Fullshare Holdings’ closing share price of HK$4.38 as quoted on the Stock Exchange on 9 September 2016.
Fullshare Holdings’ chairman, Mr. Ji Changqun said, “China High Speed Transmission’s revenue has shown an upward momentum since 2012, and the company recorded a higher income growth in 2015. This has shown how the excellent company can accentuate its advantage and achieve good financial results by capitalizing on China’s policy on promoting renewable and green energy. Our proposed acquisition of China High Speed Transmission is in line with Fullshare Holdings’ business direction of providing a green, low-carbon, healthy and comfortable living environment for society. We will develop a wind power business in China through China High Speed Transmission. This move will facilitate the Group’s development and help it generate better returns to shareholders.”