Riverine China Holdings Limited announced that controlling shareholder Partner Summit Holdings has sold 300.17 million shares—equivalent to 74.12 % of the company’s issued capital—to Yomi.sun Holding Limited (the “Offeror”) and its concert party Lucky Yang Limited.
The Offeror purchased 222.89 million shares (55.03 % of issued capital) for HK$115.57 million, while Lucky Yang acquired 77.28 million shares (19.08 %) for HK$40.07 million. Both purchases were completed on 15 June 2026 at HK$0.519 per share.
Because the Offeror and its concert party now hold more than 30 % of Riverine China, Rule 26.1 of the Hong Kong Takeovers Code requires a mandatory unconditional cash offer for all remaining shares not already owned by them. Lego Securities will make the offer on the Offeror’s behalf at HK$0.519 per share—the same price paid in the block transactions. The Offeror has declared this price final and will not raise it.
A total of 104.83 million shares (25.88 % of issued capital) are subject to the offer, valuing the outstanding float at approximately HK$54.40 million. Funding will come from a HK$60 million facility provided by Lego Securities, secured by share charges over the acquired shares. Lego Corporate Finance has confirmed that sufficient financial resources are in place.
Pricing represents steep discounts to market levels before the trading halt: • 72.25 % below the HK$1.87 closing price on 12 June 2026 (last trading day). • 55.57 % below the 30-day average of HK$1.17. • 49.14 % below the audited net asset value of HK$0.348 per share as at 31 December 2025.
The Offer will be unconditional, with settlement no later than seven business days after valid acceptance. Seller’s stamp duty of 0.1 % will be deducted from the cash consideration payable to accepting shareholders.
The Offeror intends to keep Riverine China listed and will take steps to restore public float if acceptances reduce it below the 25 % threshold. No major changes to operations, assets, or workforce are planned pending a post-completion strategic review, although new board appointments are anticipated following the Offer’s close.
An Independent Board Committee—comprising the company’s non-executive and independent non-executive directors—has been formed to advise minority shareholders. An independent financial adviser will be appointed, and a composite offer document is expected within 21 days of the 15 June announcement.
Trading in Riverine China shares, halted on 15 June 2026, resumes at 9:00 a.m. on 16 June 2026. Shareholders are urged to await the composite document before taking any action regarding the offer.
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