CSI Properties Limited

CSI Properties Limited

Description

We acted as the financial adviser to Earnest Equity Limited and Mr. Chung Cho Yee, Mico to make a partial cash offer and option offer on behalf of Earnest Equity Limited.

Our Role

  • assisting the majority shareholder to increase its shareholding from 34.45% to 51.15% and consolidate its controlling stake in the Company

  • determining the offer price to secure the approval of shareholders and sufficient valid acceptances

  • submitting a partial offer application to SFC and liaise with SFC on behalf of Earnest Equity Limited and Mr. Chung Cho Yee, Mico

  • drafting the relevant offer documents and announcements

Key Issues

  • obtaining the SFC Executive’s consent on the partial offer, thus exempting the offeror from making a general offer under Rule 26 of the Takeovers Code

  • assisted management in obtaining a waiver on Rule 28.3 of the Takeovers Code, permitting three directors of the company to exercise their share options after the close of the partial offer

  • partial offers made under Rule 28 of the Takeovers Code are not common, this transaction represents the fifth partial offer made since 2005

  • this transaction is the first completed transaction after the issue of the revised Practice Note 1 of the Takeovers Code on 25 July, 2011