6 Sep 2022

Stevenson, Wong & Co. advises Real Hero Ventures Limited in its general offer to acquire 1957 & Co. (Hospitality) Limited (8495.hk)

Stevenson, Wong & Co. advised Real Hero Ventures Limited (the “Offeror”) in relation to (i) the acquisition of 48.98% of the total issued share capital of 1957 & Co. (Hospitality) Limited (“1957 & Co.”, Stock Code: 8495) at the consideration of approximately HK$100 million (the “Acquisition”) and (ii) the mandatory general offer for all the outstanding shares in 1957 & Co. (the “Offer”). The entire issued share capital of 1957 & Co. was valued at approximately HK$205 million.

The Acquisition triggered the Offeror’s mandatory general offer obligation under Rule 26 of the SFC Takeovers Code. As such, the Offeror made a mandatory unconditional cash offer for all the outstanding shares in 1957 & Co. via its offer agent, Silverbricks Securities Company Limited. The Offer was closed on 17 August 2022. Valid acceptances had been received in respect of 86,266,000 offer shares, representing approximately 22.47% of the entire issued share capital of 1957 & Co.. Immediately after the close of the Offer, the Offeror was interested in approximately 71.45% of the entire issued share capital of 1957 & Co.

The Offeror is ultimately owned by Mr. Cai Weike (“Mr. Cai”). Mr. Cai is a seasoned investor and operator with over 10 years’ experience in PRC Internet, e-commerce, logistics trade, operation of restaurants and catering management related industries. On 19 August 2022, Mr. Cai was appointed as the chairman of the board and one of the executive directors of 1957 & Co..

1957 & Co. is a Hong Kong-based restaurant operation and management group that offers a variety of speciality cuisines in restaurants designed by award-winning interior and lighting designers. The company operates full-service restaurants under various brands, including Sushi Ta-ke, An Nam (including its junior brand, Petit An Nam), Modern Shanghai, Hokkaidon, Mango Tree (including its junior brand, Mango Tree Café), Gonpachi and Paper Moon. The company also provides restaurant pre-opening and management consultancy services in Hong Kong and the PRC.

The SW team was led by corporate partners Mr. Hank Lo and Mr. Gordon Tsang, senior associate Mr. Terence Lau, supported by associates Ms. Teresa Yip, Mr. Bun Chan and Mr. Gary Kwok. Partner Mr. Gordon Tsang is also serving as the joint company secretary and authorised representative of 1957 & Co..

Please contact Mr. Hank Lo, Mr. Gordon Tsang or Mr. Terence Lau for any enquiries or further information about this transaction.