CONVOY GLOBAL HOLDINGS LIMITED

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CONVOY GLOBAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1019) DISCLOSEABLE TRANSACTION SUBSCRIPTION OF SHARES IN TANDEM MONEY SUBSCRIPTION The Board wishes to announce that on 20 November 2018, Convoy Technologies, an indirect wholly-owned subsidiary of the Company, entered into the Subscription Agreement with Tandem Money, pursuant to which Convoy Technologies agrees to subscribe and Tandem Money agrees to issue a certain number of ordinary B shares in Tandem Money for a consideration of 15 million. IMPLICATIONS UNDER THE LISTING RULES As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Subscription are more than 5% but less than 25%, the Subscription constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under the Listing Rules. 1

2 THE SUBSCRIPTION The Board wishes to announce that on 20 November 2018, Convoy Technologies, an indirect wholly-owned subsidiary of the Company, entered into the Subscription Agreement with Tandem Money, pursuant to which Convoy Technologies agrees to subscribe and Tandem Money agrees to issue a certain number of ordinary B shares in Tandem Money for a consideration of 15 million. Upon completion of the Subscription Agreement, Convoy Technologies will become one of the key shareholders (but not the controlling shareholder) of Tandem Money, details of which are set out below. Date : 20 November 2018 Parties : (i) Convoy Technologies as the subscriber (ii) Tandem Money as the issuer Subject matter : Convoy Technologies will subscribe a certain number of Subscription Shares of Tandem Money. The Subscription Shares shall rank pari passu and form a single class with the ordinary B shares in the capital of Tandem Money. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, Tandem Money and each of its ultimate beneficial owners are Independent Third Parties. Consideration The aggregate consideration for the Subscription Shares is 15 million (equivalent to approximately HK$153.8 million). The consideration shall be payable to the bank account nominated by Tandem Money by electronic funds transfer on the completion date. The consideration was determined by Convoy Technologies and Tandem Money after arm s length negotiations taking into account (i) the unaudited consolidated net asset value of Tandem Money Group as at 30 September 2018, which is approximately 55.7 million (equivalent to approximately HK$571 million), and (ii) the potential in the future business development of Tandem Money Group. 2

3 The consideration of the Subscription is financed by internal resources of the Group. Completion Completion of the Subscription Agreement is conditional on: (a) the approval of amendments to the existing management incentive plan by the Tandem Money Board and certain shareholders of Tandem Money, such that the total number of shares of Tandem Money granted and vested pursuant to the management incentive plan will represent, when combined with all existing shares issued to management and employees pursuant to the existing employee share plan, an aggregate shareholding of 15% of the total shares in issue in Tandem Money on a fully diluted basis; (b) the passing of a special resolution of Tandem Money (by written resolution) amending the Tandem Money Articles to incorporate the restriction on the voting rights of the Subscribers; (c) the approval of issue of the Subscription Shares by certain shareholders of Tandem Money, the waiver of the pre-emption rights in the Tandem Money Articles in connection with the Subscription, the adoption of the revised Tandem Money Articles and revised shareholders agreement in connection with Tandem Money by shareholders of Tandem Money; and (d) the delivery of all documents and subscription consideration required to be delivered upon completion. Completion shall take place on 7 December 2018, unless otherwise agreed by the parties in writing. 3

4 Subsequent transfer According to the Tandem Money Articles, no shares in the issued share capital of Tandem Money can be transferred unless the holder of such shares first offer such shares for sale to all the other shareholders of Tandem Money by serving a transfer notice to Tandem Money or unless the transfer is otherwise permitted in accordance with the Tandem Money Articles. INFORMATION OF TANDEM MONEY Tandem Money is the holding company of Tandem Bank, a leading virtual bank in the UK. Founded in 2013, Tandem Bank is a prime UK challenger bank, which provides an appbased retail bank service for over 300,000 customers. It has rapidly developed a reputation for innovation and a customer-friendly proposition. Tandem Bank has reported strong growth in 2018 and has ambitious targets for coming year. It currently offers two credit cards that enable customers to spend abroad without any fees, all managed by an intelligent banking app. Through its app, customers can access retail banking services comprising deposits, mortgages, loans and credit cards. Tandem Bank also leverages digital wealth management to cross sell and offers value added services such as cash management across bank accounts, savings, debt management and financial planning. Tandem Bank hit 100,000 customers within three months of its first product launch and has amassed over 300,000 customers. Tandem Bank has a record of low-cost customer acquisition and expects to become the highest revenue-generating virtual bank in the UK. 4

5 Set out below is a summary of certain unaudited financial information of Tandem Money Group (Note 1) for the twelve months ended 31 December 2017 and the nine months ended 30 September 2018: For the twelve months ended For the nine months ended 31 December September 2018 ( ) ( ) Gross Interest Income 11,102 9,983 Loss before tax (33,918) (19,871) Loss for the year/period (34,183) (19,871) The unaudited total asset value and net asset value of Tandem Money Group as at 30 September 2018 were approximately million and 55.7 million respectively. Notes: 1. Tandem Money Group was formed through the acquisition of Tandem Bank (formerly known as Harrods Bank Limited) by Tandem Money in January 2018, and subsequent acquisition of Pariti Technologies Limited in March The financial information of Tandem Money Group for the twelve months ended 31 December 2017 only consisted of financial results of Tandem Money and Tandem Bank since Pariti Technologies Limited had not been merged before March PRINCIPAL TERMS OF ORDINARY B SHARES According to the Tandem Money Articles, the holders of ordinary B shares shall be entitled to, among others, the following rights: 5

6 Dividend Any available profits which the Tandem Money Board may propose (with consent of certain shareholders) and shareholders of Tandem may approve, to distribute in respect of any financial year will be distributed among the holders of all classes of shares pari passu (as if all classes of shares constituted one class of shares) pro rata to their respective holdings of the shares. Voting The ordinary B shares shall confer on each holder of ordinary B shares the right to receive notice of and to attend, speak and vote at all general meetings of Tandem Money and to receive and vote on proposed written resolutions of Tandem Money. Liquidation On a distribution of assets on liquidation or a return of capital, voluntary winding up or dissolution of Tandem Money, the surplus assets of Tandem Money remaining after payment of its liabilities shall be distributed among the holders of all classes of shares pro rata (as if all classes of shares constituted one class of shares) to the number of such shares held. REASONS FOR AND BENEFITS OF THE SUBSCRIPTION The principal activity of the Company is investment holding. The Group is a diversified retail financial services conglomerate focused on financial advisory, financial product development and fintech. With the increasing use of online platforms in the financial sector, the Directors believe that Tandem Bank, with its technology know-how in the industry, has significant market potential to become a leading online retail bank for the mass market. The investment into Tandem Money is also part of the Group s wider strategy to acquire a virtual banking license in Hong Kong, and Tandem Money Group is expected to be the key technology and technical partner for the Group s prospective virtual bank in Hong Kong. Through investment in Tandem Money Group, the Group will benefit from the experience of a partner who is actively growing in the UK market. 6

7 The Company is of the view that the Subscription will fit into the Group s business strategy and it will bring positive returns to the Group in the long run. Having considered the factors above, the Directors (including the independent non-executive Directors) consider that the terms of the Subscription Agreement are on normal commercial terms and are fair and reasonable and the entering into of the Subscription Agreement is in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES As one or more of the applicable percentage ratios under the Listing Rules in respect of the Subscription are more than 5% but less than 25%, the Subscription constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements. The Group may consider to further increase its shareholding in Tandem Money in accordance with the performance of Tandem Money Group and the business strategy of the Group. The Company will comply with the relevant requirements of the Listing Rules as and when applicable. DEFINITIONS In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings: Board the board of Directors Company Convoy Global Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange Convoy Technologies Convoy Technologies Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of the Company Director(s) the director(s) of the Company 7

8 Group the Company and its subsidiaries Independent Third Parties third parties independent of the Company and its connected persons Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Shareholder(s) shareholder(s) of the Company Stock Exchange The Stock Exchange of Hong Kong Limited Subscriber Convoy Technologies Subscription the subscription of Subscription Shares in Tandem Money by Convoy Technologies under the Subscription Agreement Subscription Agreement the subscription agreement dated 20 November 2018 between Convoy Technologies, as the subscriber, and Tandem Money, as the issuer Subscription Shares the ordinary B shares with nominal value of each to be issued by Tandem Money to the Subscriber under the Subscription Agreement Tandem Bank Tandem Bank Limited, based in the UK Tandem Money Tandem Money Limited, a company incorporated in England and Wales Tandem Money Articles the articles of association of Tandem Money Tandem Money Board the board of directors of Tandem Money Tandem Money Group Tandem Money and its subsidiaries 8

9 UK the United Kingdom of Great Britain and Northern Ireland pound sterling, the lawful currency of UK In this announcement, for the purpose of illustration only, amounts quoted in have been converted into HK$ at the rate of 1 to HK$ Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this or any other rates or at all. By Order of the Board CONVOY GLOBAL HOLDINGS LIMITED Johnny Chen Chairman and Executive Director Hong Kong, 20 November 2018 As at the date of this announcement, the executive Directors are Mr. Johnny Chen (Chairman), Mr. Ng Wing Fai, Mr. Yap E Hock and Mr. Shin Kin Man; the non-executive Director is Mr. Chen Shih-pin; and the Independent Non-executive Directors are Mr. Pun Tit Shan, Mrs. Fu Kwong Wing Ting, Francine, Mr. Pak Wai Keung, Martin and Mr. Yan Tat Wah. The duties of the executive Directors namely Mr. Wong Lee Man, Ms. Fong Sut Sam and Ms. Chan Lai Yee are suspended since 8 December