The controlling shareholder of Hong Kong-listed Kingston Financial Group, an investor in Macau's casino division, proposed taking the company private, offering investors HK$0.30 ($0.03821) per share.
The proposer is Active Dynamic Ltd., a British Virgin Islands company 100% owned by the group's chief executive and co-founder Pollyanna Chu Yuet Wa, according to a filing Monday evening. She is also a controlling shareholder in Kingston Financial, which has a stake of just over 74.6%.
Chu is acting in partnership with other shareholders, controlling nearly 74.93% of Kingston Financial's stake in total.
The company suspended trading in its shares on Oct. 14 until internal information was released. Trading in its shares resumed on Tuesday morning.
Kingston Financial is interested in Casa Real, a satellite casino in Macau, and Grandview of Taifa. The venue will continue to offer games until at least Dec. 31, in line with the extended gaming rights of licensee SJM Holdings Ltd.
After trading hours on Oct. 13, the proposer asked the board to present the company's privatization proposal through an arrangement plan under the Hong Kong Companies Act, according to Monday's filing.
The tender represents a "approximately 47.78%" premium over the closing price of HK$0.2030 per share on Oct. 13, the last trading day. The Offeror intends to acquire only nearly 3.46 billion shares, so the total value of the transaction should not exceed HK$1.04 billion. The transaction must be approved by at least 75% of the Company's independent shareholders.
In a Tuesday note published on the Smartkarma platform, Global Equity Research Ltd analyst Arun George said the offer price of HK$0.30 per share was "unappealing to long-term shareholders."
Mr George said this was because offer prices were 83 per cent, 81 per cent and 48 per cent off the 10-year, five-year and three-year average share prices, respectively.
"In particular, the stock exceeded the offering price by April 1, 2022," the analyst added.
Kingston Financial, in a filing on Monday, suggested that the privatisation efforts of the controlling shareholder were undergoing "unprecedentedly significant challenges and uncertainties."
The company said "financial market volatility" and "uncertainty" about economic growth and rising inflation were negatively impacting the group's securities brokerage, acquisition and placement services, as well as margin and IPO financing services.
Kingston Financial also pointed out that Macau's hotel and gaming business is being constrained by travel restrictions "imposed by several cities" in mainland China.