TPV Technology heading for privatisation by scheme of arrangement

SINGAPORE - CEIEC (HK) Limited, and parties acting in concert with it, are proposing to take mainboard-listed electronics company TPV Technology private through a scheme of arrangement.

Electrical components company CEIEC and its concert parties, which include Chinese state-owned enterprise China Electronics Corporation, own 49.04 per cent of TPV shares and are looking to snap up the remaining 50.96 per cent by paying HK$3.86 per share in cash. That represents a premium of about 41.4 per cent over its Hong Kong Exchange closing price on Aug 8.

Other concert parties include rollover shareholders, which hold 11.04 per cent of TPV shares, and will continue to hold their shares after the deal is concluded.

These shareholders include Innolux, a strategic industrial investor; Typical Gold Limited, a company owned by certain employees of TPV; Bonstar, a company owned by Jason Hsuan, who is chairman, chief executive officer and executive director of TPV; and Zhang Qiang, vice-president and deputy chief financial officer of TPV.

The scheme must be approved by a majority of voting shareholders (excluding CEIEC and concert parties) that hold not less than three-quarter in value of TPV shares.

TPV also had a 2003 and 2015 share option scheme for employees. If all outstanding shares of both schemes were exercised, about 26.8 million new shares, or 1.14 per cent of TPV's current issued share capital, would be issued.

CEIEC and its concert parties will offer about HK$840,000 (S$148,610) to cancel the option offer for the outstanding shares.

The maximum combined cash payout for the scheme and option offer is about HK$4.64 billion.

China International Capital Corporation Hong Kong Securities Limited, the financial adviser to CEIEC and its concert parties, is satisfied that sufficient financial resources are available to pay for the deal.

An independent board committee comprising all independent non-executive directors of TPV has been formed to advise the independent shareholders on the deal.

The board of directors of TPV, with the approval of the independent board committee, has appointed Somerley Capital Limited as the independent financial adviser for the deal.

TPV, which is dual-listed on the Hong Kong and Singapore Exchange (SGX), had called for a trading halt in Hong Kong last Friday.

The firm then called for a trading halt in Singapore on Tuesday morning, only to lift it 20 minutes later.

TPV shares on the SGX were up $0.18 or 41.9 per cent to $0.61 as at 10.56am.