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.
IBI Group Holdings Limited
(incorporated in the Cayman Islands with limited liability)
(Stock code: 1547)
DISCLOSEABLE TRANSACTION
ACQUISITION OF LISTED SECURITIES IN BARCLAYS PLC
THE ACQUISITION
The Board wishes to announce that on 22 September 2020, the Company, through its wholly-owned subsidiary, acquired on the open market a total of 100,000 shares of Barclays Plc (''BARC'') at an aggregate consideration of approximately GBP92,000 (equivalent to approximately HK$918,000) (exclusive of transaction costs) at an average price of approximately GBP0.92 (equivalent to approximately HK$9.18) per BARC Share.
As the Acquisition were made through the open market, the Company is not aware of the identities of the sellers of the BARC Shares. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the sellers of BARC Shares and their respective ultimate beneficial owners are Independent Third Parties.
THE LISTING RULES IMPLICATIONS
Each of the acquisitions of the BARC Shares by the Group, on a standalone basis, does not constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
One or more than one of the applicable percentage ratios for the Acquisition, when aggregated as a whole, is more than 5% and below 25%. As such, the Acquisition, when aggregated as a whole, constitute a discloseable transaction of the Company, and are therefore subject to the notification and announcement requirements but exempt from the Shareholders' approval requirement pursuant to Chapter 14 of the Listing Rules.
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THE ACQUISITION
The Board wishes to announce that during the period from 9 April 2020 to 22 September 2020 (both dates inclusive), the Company, through its wholly-owned subsidiaries, acquired on the open market a total of 840,000 BARC Shares at an aggregate consideration of approximately GBP894,000 (equivalent to approximately HK$8,855,000) (exclusive of transaction costs) with average price of approximately GBP1.06 (equivalent to approximately HK$10.54) per BARC Share.
As the Acquisition were made through the open market, the Company is not aware of the identities of the sellers of the BARC Shares. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the sellers of BARC Shares and their respective ultimate beneficial owners are Independent Third Parties.
Assets acquired
Prior to the Acquisition, the Company did not hold any BARC Shares. Upon settlement of the Acquisition, the Group will hold an aggregate of 840,000 BARC Shares, representing approximately 0.004841% of the total issued share capital of BARC.
REASONS FOR AND BENEFITS OF THE ACQUISITION
The principal activities of the Group are as a building contractor focusing on providing renovation services for property projects in the private sector in Hong Kong and Macau.
Having considered the available cash of the Company and, the level of retained earnings within the Group, the Company is looking for investments in high quality blue chip companies that provide a solid and regular dividend yield in order to boost the Group's income stream. BARC is a high quality blue chip banking organisation with a long history of paying dividends to its shareholders and, has clearly shown its ability to survive periods of challenging economic times.
The current share price of BARC is historically low as a result of the current COVID-19 pandemic which provides the Group with a buying opportunity. In addition to the regular income that may be achieved from the receipt of dividends declared by BARC, the Group expects to benefit from capital gains once the share price of the BARC shares recovers. The Company considers that the Acquisition are prudent and conservative, and will enhance the returns on investment for the Company and ultimately benefit the Shareholders as a whole.
As the Acquisition were made at market price, the Directors are of the view that the Acquisition were fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.
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INFORMATION ON BARC
BARC is a company incorporated in England and Wales and listed on the London Stock Exchange (stock code: BARC). BARC's businesses include consumer banking and payments operations around the world, as well as a global corporate and investment bank.
The following audited financial information is extracted from the annual report of BARC for the year ended 31 December 2019:
Year Ended 31 December | |||
2019 | 2018 | ||
GBP' million | GBP' million | ||
Revenue | 21,632 | 21,136 | |
Profit before tax | 4,357 | 3,494 | |
Profit after tax | 3,354 | 2,583 | |
Net assets | 65,660 | 63,779 | |
LISTING RULES IMPLICATIONS
Since 9 April 2020 and prior to the date of this announcement, the Company, through its wholly-owned subsidiaries has acquired 740,000 BARC Shares on the open market through the London Stock Exchange for an aggregate consideration of approximately GBP802,000 (equivalent to HK$7,938,000).
Each of the acquisition of the BARC Shares by the Group, on a standalone basis, does not constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.
As certain applicable percentage ratios (as defined under the Listing Rules) in respect of the Acquisition, when aggregated with the previous transactions which were conducted in the past 12 month, exceed 5% but are less than 25%, the Acquisition constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules, and are therefore subject to the reporting and announcement requirements of the Listing Rules, but exempt from the Shareholders' approval requirement under Chapter 14 of the Listing Rules.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following terms shall have the same following meanings as set out below:
''Acquisition'' | the acquisition by the Group through a series of transactions |
on the open market through the London Stock Exchange of | |
an aggregate of 840,000 BARC Shares conducted on during | |
the period from 9 April 2020 to 22 September 2020 at an | |
aggregate consideration of approximately GBP894,000 | |
(equivalent to HK$8,855,000) (exclusive of transaction | |
costs) |
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''BARC'' | Barclays Plc, a company incorporated in England and Wales |
and listed on the London Stock Exchange (stock code: | |
BARC) |
''BARC Shares'' ''Board'' ''Company''
ordinary shares of BARC
the board of Directors of the Company
IBI Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange
''Director(s)''
''discloseable transaction'' ''GBP''
''Group'' ''HK$'' ''Hong Kong''
''Independent Third Parties''
''Listing Rules''
''percentage ratios'' ''Shareholder(s)'' ''Stock Exchange'' ''%''
Hong Kong, 22 September 2020
the director(s) of the Company
as defined in the Listing Rules
British pound sterling, the lawful currency of the United Kingdom of Great Britain and Northern Ireland
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the People's Republic of China
third parties independent of the Company and its connected persons
The Rules Governing the Listing of Securities on the Stock Exchange
as defined in Rule 14.07 of the Listing Rules
shareholder(s) of the Company
The Stock Exchange of Hong Kong Limited
per cent
By Order of the Board
IBI Group Holdings Limited
Neil David Howard
Chairman
As at the date of this announcement, the executive Directors are Mr. Neil David Howard and Mr. Steven Paul Smithers; and the independent non-executive Directors are Mr. Richard Gareth Williams, Mr. Robert Peter Andrews and Mr. David John Kennedy.
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