Deals
December 30, 2011
Kejie advised Ever Fortune International Holding Limited (“Ever Fortune International”) on its restructuring and very substantial acquisitions (“The Transactions”). The Transactions involve: (1) capital restructuring (a capital restructuring arrangement including capital reduction, share consolidation and capital change); (2) debt restructuring (a debt restructuring arrangement in relation to approximately HK$67.4 million debt of Ever Fortune International); (3) subscription for new shares (a share subscription transaction that the investor subscribe for new common shares issued by Ever Fortune International for a consideration of HK$1 billion); (4) very substantial acquisitions (acquisitions of three agricultural enterprise groups in Hong Kong and Mainland by Ever Fortune International for consideration of HK$48.75 million, HK$16.25 million and HK$143 million); (5) issue of preference shares and consideration shares (including issuing approximately 1,380,000,000 class A preference shares in relation to the debt restructuring, issuing approximately 1,015,000,000 class A preference shares as part of the consideration to the very substantial acquisitions, and issuing approximately 4,000,000 common shares (consideration shares) as part of the advisory fee to its financial adviser); (6) connected transactions (connected transactions between Ever Fortune International and its shareholders and directors involved in the debt restructuring and very substantial acquisitions); (7) applications for white waiver and special deals consent (apply to shareholders and the executive for a waiver from the obligation to make a mandatory general offer as a result of the subscription for new shares by the investor, and for the consent to special deals involved in the debt restructuring); (8) amendments to bye-laws of Ever Fortune International.
Ever Fortune International has issued a circular in relation to The Transactions on 30 November 2011, and has received approvals to The Transactions from the special general meeting held on 23 December 2011, and has closed the very substantial acquisitions on 28 December 2011. It is expected that Ever Fortune International will accomplish the resumption after the debt restructuring is approved by the meetings of creditors, the High Court of Hong Kong and the Supreme Court of Bermuda and Ever Fortune International completes other matters, transactions and relevant procedures under The Transactions.
Ever Fortune International is a company whose shares were listed on the main board of the Hong Kong Stock Exchange on 3 July 1998. Dealing in the shares of Ever Fortune International has been suspended since 28 April 2005. Ever Fortune International has been placed in delisting procedures since 6 December 2005.
Kejie team was led by partner He Jie and included Zhang Fang, Gao Yuan, Liu Bo and He Yong.
Copyright 2025 Kejie Associates All Rights Reserved | Disclaimer 京ICP备09041023号