SW acted as the offeror’s legal advisers in relation to its acquisition of a controlling shareholding in the Hong Kong-listed FDB Holdings Limited (Stock Code: 1826) (“FDB Holdings”). The controlling stake represents 70% of the entire issued share capital of FDB Holdings with a total consideration of HK$469 million.
This acquisition triggered the offeror’s mandatory general offer obligation under Rule 26 of the SFC Takeovers Code. The offer, via GF Securities (Hong Kong) Brokerage Limited, shall make a mandatory unconditional cash offer for all the outstanding shares of FDB Holdings held by other shareholders. The general offer is valued at approximately HK$201.1 million.
The offeror is ultimately owned by Mr. Gao Yunhong (“Mr Gao”). Mr. Gao is an experienced business entrepreneur and is the founder of Dafy Group, which comprises Shenzhen Dafy Finance Holdings Co. Ltd., a company principally engaged in provision of financial technology and related services based in Shenzhen, PRC and its subsidiaries. Mr. Gao also has experience in properties investment and development in the PRC.
FDB Holdings group principally engages in consulting and contracting service for alteration and addition works, maintenance, specialist works and new development, licensing, building services, and architectural design for buildings in Hong Kong. Mr. Ng Kin Siu, the original controlling shareholder of FDB Holdings, shall remain as a 5% shareholder of FDB Holdings.
GF Capital (Hong Kong) Limited is the financial adviser to the offeror. GF Securities (Hong Kong) Brokerage Limited made the general offer on behalf of the offeror. Mr. Sun Lin, senior partner at AllBright Law Offices is the PRC legal adviser to the client. VBG Capital Limited is the independent financial adviser to the independent board committee of the Company.
Our team was led by our partners Eric Lui and Rodney Teoh, supported by team members including Ellie Cheung (associate), Christopher Cheung (trainee solicitor) and Justin Chui (paralegal).
Please contact our Mr. Eric Lui or Mr. Rodney Teoh for any enquiries or further information.