Chow Group Limited


Transaction Type: Takeover (Compulsory acquisition)

Offeror: John Chow Investment Trust, Michael Chow Investment Trust

Independent Adviser(s): Simmons Corporate Finance / TDB Advisory Limited

Offer commencement date: 7/06/2018


John and Michael Chow (in their capacity as the trustees of the John Chow Investment Trust and the Michael Chow Investment Trust (together the Chows)), became the dominant owner in Chow Group Limited (CGL) on 31 May 2018, and sent a compulsory acquisition notice on 7 June 2018, specifying an acquisition price of $0.60 per CGL share.

The Chows subsequently received written objections to the share acquisition price from shareholders who together held more than 10% of the outstanding shares in CGL. The Panel was therefore required, under rule 57 of the Code, to appoint an independent expert to determine the value of the shares in CGL.

The amount determined by the independent expert would be the amount the Chows would pay to all outstanding shareholders. If it was higher than the acquisition price, all outstanding shareholders would get a "top-up".  If the amount was less, outstanding shareholders would be be required to return the difference to the Chows.

On 9 July 2018, the Panel appointed TDB Advisory Limited (TDB) as the independent expert to determine the fair and reasonable value of the CGL shares. TDB made its final determination that the fair and reasonable value of the CGL shares was $0.62 per share.

CGL changed its name to RIS Group Ltd on 16 July 2018. On 10 August 2018, shareholders received a top-up of $0.02 per share.