GGRAsia – Sinogreen mandatory takeover by Jack Lam fails

Sinogreen mandatory takeover by Jack Lam fails

Oct 20, 2014 Newsdesk Latest News, Macau, Top of the deck

An exercise that would have allowed a full takeover of Sinogreen Energy International Group Ltd by Macau casino junket veteran Jack Lam Yin Lok has failed. But that means the company will maintain its publicly-listed firm status in the Hong Kong Stock Exchange, as intended by Mr Lam.

The scenario is according to a joint announcement on Friday by Reach Luck International Ltd – a British Virgin Islands company wholly-owned by Mr Lam – and Sinogreen Energy.

Following a share subscription completed in September, Mr Lam and parties associated with him assumed control of 65.85 percent of Sinogreen Energy’s capital. Pursuant to Hong Kong’s Takeovers Code, he was required to make an unconditional mandatory cash offer to acquire all shares of Sinogreen Energy.

Reach Luck did offer HKD0.35 (US$0.05) in cash for each share. But the firm appointed to advise the independent shareholders, Veda Capital Ltd, warned against the offer, saying it was too low.

“The offer price is at a deep discount i.e. 97.20 percent to the closing price of the share as at the latest practicable date,” the financial adviser stated in September. Veda said its assessment took into consideration the “positive outlook” of the Macau gaming industry and the “solid background” of Mr Lam.

Friday’s filing on the closure of the mandatory cash offer stated that the offer had only received valid acceptances from shareholders representing 0.005 percent of the company’s issued capital.

The document added: “…25.15 percent of the total issued shares as at the date of this joint announcement, remain in the hands of the public, [and] the company is in compliance with the public float requirement” of the Hong Kong Stock Exchange.

In a filing in July, Sinogreen Energy explained the firm’s interest in working with Mr Lam.

The maker of silicon rubber keypads said Mr Lam’s “extensive experience and business network in the gaming industry, will help the group gradually diversify its business into [the] Macau gaming market…”

Mr Lam is chairman of Jimei Group Ltd, generally considered by the industry to be one of the largest junket operators in Macau. According to the group’s website it operates 10 VIP clubs in major Macau casinos on Cotai, Taipa and the Macau peninsula, including at Jimei Casino (pictured).

On October 8, Hong Kong’s Securities and Futures Commission stated it had started legal proceedings against a former chairman of Sinogreen Holdings, alleging he made an illicit US$1 million profit on disposal of a business unit at the expense of public shareholders. The firm later said in a filing that the person concerned – Tong Shek Lun – had resigned in March 2009.