Space Group Holdings Limited (In Liquidation, Stock Code: 2448) and Multi Sheen Limited jointly announced a proposed restructuring plan. The key elements include a capital reorganisation, subscription of new shares, creditors scheme, proposed change in board lot size, an application for a whitewash waiver, and continued suspension of trading on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
Multi Sheen Limited (“Investor”) and Space Group Holdings Limited (“Company”) have entered into a Restructuring Agreement dated 5 January 2026, under which the Company will implement the proposed restructuring. The Company has been in liquidation since 15 July 2024, when the High Court of Hong Kong made a winding-up order against it.
Under the restructuring plan, the Company will carry out a capital reorganisation involving: (1) a share consolidation of every 25 issued and unissued shares of par value HK$0.2 into 1 consolidated share of par value HK$5.0, (2) a capital reduction reducing the nominal value of each share from HK$5.0 to HK$0.001, and (3) a sub-division of authorised but unissued consolidated shares into new shares of HK$0.001 each. Upon completion of this exercise, the total nominal value of the issued share capital will decrease significantly, but no changes will occur to the underlying assets or business operations.
The restructuring also proposes a subscription of 104,457,600 new shares at approximately HK$0.30634 per share, totaling HK$32.0 million. This amount will be capitalised from a transaction loan of up to HK$32.0 million advanced by the Investor under a facility loan agreement. The new shares from the subscription are expected to represent about 90% of the enlarged issued share capital of the Company after completion of the subscription and the effect of the capital reorganisation.
A creditors scheme will be implemented to settle admitted scheme claims on a pro-rata basis from a cash consideration of at least HK$15.0 million (remaining from the transaction loan after covering the restructuring and related costs) plus proceeds (if any) from transferred claims. Once this scheme is sanctioned by the Hong Kong Court and approved by scheme creditors and shareholders, all scheme claims against the Company as of the winding-up order date will be compromised and discharged in full.
The board lot size for trading on the Stock Exchange is proposed to change from 2,500 existing shares to 2,000 consolidated shares, subject to and conditional upon the share consolidation taking effect.
Since the resulting shareholding of the Investor could reach up to 90% of the Company’s enlarged share capital immediately upon the subscription’s completion, the Investor has applied for a whitewash waiver under the Hong Kong Code on Takeovers and Mergers to avoid the obligation of making a mandatory general offer. In addition, certain payments to a shareholder creditor under the creditors scheme also require consent for a special deal under Rule 25 of the Takeovers Code.
Trading in the Company’s shares on the Stock Exchange remains suspended since 15 July 2024. The Stock Exchange’s conditional approval is required for the proposed restructuring and any subsequent resumption of trading. The Company warns there is no definitive assurance that the plan will be successfully completed or that listing status will be maintained. Further announcements will be made as and when appropriate.
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