Slaughter and May is advising China National Building Material Company Limited (CNBM) on its pre-conditional general offer to buy-back up to 841,749,304 H shares (representing up to 9.98 % of its issued share capital) at HK$4.03 per share (the Offer). The maximum consideration under the Offer to be paid by CNBM will amount to a total of approximately HK$3.4 billion (approximately USD436 million). The Offer was announced on 6 December 2024.
The firm is also advising on the application by the controlling shareholder of CNBM, China National Building Material Group Co., Ltd, to the Securities and Futures Commission (SFC) for a whitewash waiver from the obligation to make a mandatory general offer for CNBM as a result of the Offer, as its shareholding in CNBM may, as a result of the Offer, increase to up to approximately 50.01%.
The Offer is subject to CNBM’s independent shareholders’ approvals for the Offer and whitewash waiver and the grant of the whitewash waiver by the SFC.
The Offer will allow shareholders to either realise part of their investments in CNBM at a premium or to increase their proportionate equity interests in CNBM by retaining their shareholdings and participating in the future prospects of the CNBM group. The Offer, upon completion, will enhance the earnings per share and net asset value per share of CNBM.
Benita Yu, senior partner of Slaughter and May who led the transaction, comments: “We are pleased to be advising our long standing client CNBM in another significant transaction under the Takeovers Code, having advised it on its successful merger by absorption of Sinoma in 2017. This reflects CNBM’s commitment to enhancing shareholder value and strengthening its market position. We look forward to continuing our support for CNBM in its strategic developments.”
CNBM is a leading building materials company in the People’s Republic of China with significant operations in basic building materials, new materials and engineering technical services businesses. CNBM has been listed on the Main Board of the Hong Kong Stock Exchange since 2006.
Vicky Chiu / Legal Assistant, Yee Yan Ng / Trainee