Announcement
This
announcement contains inside information.
The following announcement was issued today to a Regulatory
Information Service approved by the Financial Conduct Authority in
the United Kingdom.
DFI
RETAIL GROUP HOLDINGS LIMITED
DISPOSAL OF 1,913,135,376 SHARES IN YONGHUI SUPERSTORES CO.,
LTD.
23 September 2024 - DFI Retail Group
Holdings Limited ('DFI Retail' or the 'Company') announces the
divestment of the 1,913,135,376 shares indirectly held through its
subsidiary in Yonghui Superstores Co., Ltd. ('Yonghui'), whose
shares are listed on the Shanghai Stock Exchange, to Guangdong
Juncai International Trading Co., Ltd. ('Buyer SPV'), a subsidiary
of MINISO Group Holding Limited ('Buyer Listco'), whose shares are
listed on the Hong Kong Stock Exchange and the New York Stock
Exchange (the 'Transaction').
The Transaction will result in the
Company receiving gross cash proceeds of approximately RMB4,496
million upon completion.1
The Transaction aligns with the
Company's strategic and capital allocation framework, and allows
the Company to focus a greater proportion of capital to support the
growth of its subsidiary businesses across all of its
markets.
The completion of the Transaction is
subject to the satisfaction of the following conditions:
i. The satisfaction of
applicable regulatory conditions, including obtaining
clearance from the
relevant antitrust authorities on the
Chinese mainland and the Shanghai Stock Exchange for the
Transaction, clearance
from the relevant foreign exchange authorities on the Chinese
mainland for the Company's account opening for receipt of transfer
price, and confirmation from the Hong Kong Stock Exchange on no
further comments on Buyer Listco's circular for the
Transaction; and
ii.
Buyer Listco having obtained the requisite
shareholder approval for the Transaction.
The Transaction may be terminated if
the conditions are not satisfied within six months or (under
certain circumstances) eight months. Each party undertakes to
use reasonable or best efforts to satisfy the conditions that it is
responsible for. Buyer SPV further undertakes to take certain
actions as may be required by the antitrust regulators, the Hong
Kong Stock Exchange or the Shanghai Stock Exchange in order to
satisfy the regulatory conditions it is responsible for. Buyer
Listco further guarantees the Buyer SPV's obligations under
the Transaction. In
connection with the Buyer Listco shareholder approval condition,
the beneficial owners of approximately 62.7% of the shares in Buyer
Listco, Ye Guofu and Yang Yunyun, further undertake to cause their
relevant shareholding vehicles to vote in favour of the
Transaction.
Following the completion of the
Transaction, DFI Retail will cease
to hold any
interest in Yonghui
directly or indirectly through its subsidiaries.
About DFI Retail Group
DFI Retail Group (the 'Group') is a
leading pan-Asian retailer. At 30 June 2024, the Group and
its associates and joint ventures operated some 11,000 outlets with
more than 5,000 stores operated by subsidiaries. The Group
together with associates and joint ventures employed over 200,000
people with some 47,000 people employed by subsidiaries. The
Group had total annual revenue in 2023 exceeding US$26 billion and
reported revenue exceeding US$9 billion.
The Group provides quality and value
to Asian consumers by offering leading brands, a compelling retail
experience and great service; all delivered through a strong store
network supported by efficient supply chains.
The Group (including associates and
joint ventures) operates under a number of well-known brands across
Food, Convenience, Health and Beauty, Home Furnishings, restaurants
and other retailing.
The Group's parent company, DFI
Retail Group Holdings Limited, is incorporated in Bermuda and has a
primary listing in the equity shares (transition) category of the
London Stock Exchange, with secondary listings in Bermuda and
Singapore. The Group's businesses are managed from
Hong Kong. DFI Retail Group is a member of the Jardine
Matheson Group.
HSBC is acting as the financial
adviser to DFI Retail.
- end
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For Media
enquiries:
|
Gwendolyn Cheong (Corporate
Communications and Affairs)
|
(852) 6169
1080
|
|
|
|
|
William Brocklehurst (Brunswick
Group Limited)
|
(852) 5685
9881
|
This and other Group announcements
can be accessed through the Internet at
'www.DFIretailgroup.com'.
1
For the Company's financial results for the year
ended 31 December 2023, the Company's share of Yonghui underlying
losses was US$36 million. As at 30 June 2024, the carrying
value of the Company's Yonghui investment was US$765 million
on the Company's balance sheet.