IDT INT'L (00167) undergoes change of controlling shareholder, with acceptance rate of 91.51% for the general offer, will resume trading on June 30th.
IDT INT'L(00167) and offeror HORIZON HEIGHTS LTD. jointly announced that on June 12, 2026, the offeror (as subscriber), IDT International Limited (as issuer), and Pinghu Poangshui entered into a subscription agreement. According to this agreement, the offeror has conditionally agreed to subscribe for 84,250 new shares of IDT International, representing approximately 89.39% of the enlarged issued share capital of IDT International after the completion of the subscription, for a total subscription price of approximately HKD 43.8959 million.
IDT INT'L(00167) and the offeror HORIZON HEIGHTS LTD. jointly announced that on June 12, 2026, the offeror (as subscriber), Hong Li (as issuer) and Pinghu Piao Shui entered into a subscription agreement, whereby the offeror conditionally agreed to subscribe for 84,250 new shares of Hong Li, representing approximately 89.39% of the enlarged issued share capital of Hong Li after completion of the subscription, at a total subscription price of approximately HK$43.895 million.
In addition, Pinghu Piao Shui (as transferor), the offeror (as transferee), and Hong Li (as debtor) entered into a transfer deed, whereby the offeror conditionally agreed to acquire and assume all rights, title and interests of the Pinghu shareholders' loan (equivalent to approximately 89.39% of the total outstanding shareholder loan owed by Hong Li to Pinghu Piao Shui before completion of the debt transfer) for a total transfer price of approximately HK$1.095 billion (i.e. transferring and replacing the Pinghu shareholders' loan on a pari passu basis).
The completion of these transactions was concurrently implemented on the completion date (i.e. June 13, 2026).
Prior to the execution of the subscription agreement and transfer deed, Hong Li was wholly owned by Pinghu Piao Shui and the legal and beneficial owner of approximately 204 million shares (equivalent to approximately 39.19% of the company's total issued share capital), and the controlling shareholder of the company.
Following completion, Hong Li is owned respectively by the offeror and Pinghu Piao Shui in the amounts of 89.39% and 10.61%. Consequently, the offeror's shareholding in the company increased from 108,825,857 shares (equivalent to approximately 20.93% of the company's total issued share capital) to 312,603,420 shares, representing approximately 60.12% of the company's total issued share capital.
According to Rule 26.1 of the Takeovers Code, the offeror must make a mandatory unconditional cash offer for all issued shares (excluding those already owned or agreed to be acquired by the offeror, Hong Li and persons acting in concert with them) after completion. Ligo Securities will make the offer on behalf of the offeror in accordance with the following terms: HK$0.5941 per offer share, representing a discount of approximately 91.51% to the closing price of HK$7 per share on the last trading day on the Stock Exchange.
Additionally, the company has applied for the resumption of trading of its shares on the Stock Exchange from 9:00 am on June 30, 2026.
As of the date of this joint announcement, the offeror is indirectly wholly owned by Ms. Shen Jingwei.
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