Shun Tak Group (00242.HK): SAIL intends to expand its holding of WM Series D shares and WM Ma shares through acquisition and exchange of shares

Shun Tak Group (00242.HK) announced that on October 4, 2021, SAIL (a wholly-owned subsidiary of the Company), WMMH, WM Hong Kong, WM, WM WM WMA WFOE and the founders entered into a share purchase agreement pursuant to which SAIL conditionally agreed to acquire and WMMH conditionally agreed to issue and sell WM Series D shares for a consideration of US$70 million under the terms and conditions of the share purchase agreement.

On the same day, SAIL entered into a share swap agreement with WMMH pursuant to which, in accordance with the terms and conditions of the share swap agreement, SAIL conditionally agreed to sell the shares (equivalent to approximately 1.7% of the power century shares on the date of the announcement) and in exchange for WMMH conditionally agreed to issue and sell the shares of WM to SAIL. Upon completion of the Acquisition and the completion of the share swap, SAIL will no longer hold any Shares of Power Century and will hold approximately 2.0% of the shares of WM that have been enlarged by the issuance of WM Series D Shares and the WM Exchange Shares.

In the Share Purchase Agreement, SAIL conditionally agreed to acquire and WMMH conditionally agreed to issue and sell WM Series D shares (i.e. approximately 89.334 million Series D Preferred Shares). The Group is expected to allocate its internal resources. If the share purchase agreement is not delivered on or before November 4, 2021, SAIL may terminate the share purchase agreement and the purchase price will be refunded to SAIL.

In the Share Swap Agreement, SAIL conditionally agreed to sell the Sale Shares (i.e. approximately 137 million Shares of Power Century, equivalent to approximately 1.7% of the Shares of Power Century on the date of the Announcement), and in exchange for WMMH conditional agreement to issue and sell the Shares of WM to SAIL. The consideration of the WM exchange of shares of US$0.7981 per WM shares was fairly negotiated between SAIL and WMMH. The consideration for the sale of shares is HK$0.68 per sale share, representing a premium of approximately 33.3% over the closing price of the sale shares of HK$0.51 per share reported on the Stock Exchange on the last trading day. It is expected that the preconditions for the exchange agreement will be reached on or before December 15, 2021 (or such other dates as the parties may agree).

The Directors are of the view that the acquisition and the share swap provide valuable investment opportunities to enable the Group to reallocate and concentrate its strategic investment in WM Group to capture the potential growth of China's new energy automobile industry, which is expected to achieve positive financial returns for the Group.

WM Hong Kong is a limited company incorporated in Hong Kong and a wholly-owned subsidiary of WMMH. WM Hong Kong is principally engaged in investment holding.

WM WM Is a Wholly Liable WFOE incorporated in the PRC and a wholly-owned subsidiary of WM Hong Kong Corporation. WM WM's wholly foreign-owned enterprises are mainly engaged in the development and promotion of automotive technology.

WM Travel Technology is a limited company incorporated in China. WM Mobility Technology Group owns the "WM Motor" brand, which is mainly engaged in the manufacture and sale of electric vehicles. WMMH (through WM Hong Kong and WM WM's wholly foreign-owned enterprises) holds approximately 75.4% of the shares in WMMH Mobility Technology, which is a non-wholly-owned subsidiary of WMMH.

This article originated from Caihua Network