ZICO Insights Law advises Huan Hsin Holdings Ltd on directed delisting by the Singapore Exchange Securities Trading Limited
Huan Hsin Holdings Ltd (“Huan Hsin”) and Pacific Moment Holdings Ltd. (the “Offeror”) jointly announced on 29 April 2020 that the Offeror has presented to the directors of Huan Hsin a formal proposal to make an exit offer to the shareholders of Huan Hsin (the “Shareholders”) pursuant to Rules 1306 and 1309 of the Listing Manual (the “Delisting Proposal”) in connection with the directed delisting of Huan Hsin by the Singapore Exchange Securities Trading Limited (“SGX-ST“) in accordance with Rule 1315 of the Listing Manual and the Delisting Notification (which the SGX-ST issued to Huan Hsin on 19 December 2018). Under the Delisting Proposal, the Offeror will make a conditional cash exit offer (the “Exit Offer”) to acquire all the issued and paid-up ordinary shares in the capital of Huan Hsin (the “Shares”) (excluding treasury shares), other than those Shares already held directly or indirectly by the Offeror as at the date of the Exit Offer (the “Offer Shares”), in accordance with Section 139 of the Securities and Futures Act (Chapter 289) of Singapore and the Singapore Code on Take-overs and Mergers (the “Takeover Code”). Under the terms of the Exit Offer, the Offeror will make the Exit Offer at S$0.016 in cash for each Offer Share.
The Offeror, controlled by both Mr. Hsu Hung Chun (the Chairman of Huan Hsin) and Mr. Hsu Cheng Chien (the Managing Director of Huan Hsin), is a special purpose vehicle incorporated under the Business Companies Act 2004 in the British Virgin Islands. Its principal activities are those of an investment holding company. As at 29 April 2020 (the date of the joint offer announcement), the Offeror does not hold any Shares in Huan Hsin.
The exit offer letter dated 14 May 2020 (the “Exit Offer Letter”) which contains, among other things, (a) the terms and conditions of the Exit Offer and (b) the letter from Huan Hsin to the Shareholders set out as Appendix III to the Exit Offer Letter (the “Company’s Letter to Shareholders”), together with the Form of Acceptance and Authorisation (“FAA”) and/or the Form of Acceptance and Transfer (“FAT”), as the case may be, have been despatched to the Shareholders on 14 May 2020.
The Exit Offer is conditional upon the Offeror having received valid acceptances in respect of such number of Shares which will result in the Offeror and parties acting in concert with it (as defined in the Takeover Code) (the “Concert Parties”) holding more than 50% of the total voting rights attributable to the issued share capital of Huan Hsin at the close of the Exit Offer. The Concert Parties currently hold in aggregate approximately 38.17% of the Shares in Huan Hsin.