Chinese firm announces open offer to acquire shares of Thirdwave Financial Intermediaries Limited

Corporate Professionals Capital Private Limited, ('Manager to the Offer'), have published a draft letter of offer made on behalf of Zhongmin Guoen Industrial Group (Uk) Limited having its registered office at Fifth Floor, 3 Gower Street, London, United Kingdom, WC1E 6HA, to acquire 647,900 (Six Lacs Forty Seven thousand and Nine Hundred) Equity Shares constituting 29.35% of the Paid-up Share Capital of Thirdwave Financial Intermediaries Limited ('Target Company') at a price of INR17.00/- (Indian Rupees Seventeen Only) for each equity share of the Target Company. The Acquirer is a company incorporated under the provisions of Companies Act, 2006 of England and Wales, United Kingdom. However, the ultimate beneficial individual owner of the Acquirer is a citizen of People's Republic of China.

The acquirer company's object is to carry the business of manufacturing and selling of healthy flavor drinks via the Hi-Tech process of 'HAI ZHI KUO' which contains trace elements like copper, iodine, manganese, molybdenum and zinc and to manufacture and sell corn flour semi-finished products and corn-to-be-processed foods like corn-flakes, oil flour, baby corn, etc. to be sold via in-house E-commerce platform. However, the Acquirer did not carry any business activity till the end of financial year 2019-20 and was categorized as Dormant Company under the provisions of Companies Act, 2006 of England and Wales, United Kingdom. Recently, it has started the business activity.

The acquirer is the wholly owned subsidiary of Zhongmin Guoen Industrial Group Co. Limited ('Holding Company'), a company incorporated and registered under the provisions of Company Law of People's Republic of China. Mr. Yin Di holds 100% shares of the Holding Company and is the ultimate beneficial owner or person in control of Acquirer. The Holding Company is in the business of manufacturing and selling healthy flavored drinks.

It is an interesting announcement with current border issues between China and India, post which the Indian government has proposed strict monitoring and approval processes for investments by Chinese companies / Chinese investors in India.

Zhongmin Guoen Industrial Group (Uk) Limited has entered into a Share Purchase Agreement ('SPA') dated June 30, 2020 with the promoters of the Target Company naming Mr. Siddhant Agarwal, Patriach Developers Private Limited and Prudent Man & Ind Con Private Limited ('Sellers') for acquisition of 1,007,800 (Ten Lacs Seven Thousand and Eight Hundred) Equity Shares of face value of INR 10/- (Indian Rupees Ten Only) each constituting 45.65% of the paid-up share capital of the Target Company at a price of INR 17.00/- (Indian Rupees Seventeen Only) each aggregating to INR 17,132,600 (Indian Rupees One Crore Seventy One Lacs Thirty Two Thousand and Six Hundred Only).

The acquisition of shares under the Open Offer would be regarded as Foreign Direct Investment ('FDI') in India requiring prior approval from Department for Promotion of Industry and Internal Trade ('DPIIT'), Government of India (hereinafter referred as 'FDI Approval'). The Acquirer would make an application to DPIIT for acquisition of equity shares and control of the Target Company in terms of Press Note No. 3 (2020 Series) dated April 17, 2020. The SPA transaction as well as this Open Offer shall be completed only on receipt of approval from DPIIT. In case of non-receipt of approval from DPIIT, the SPA transaction shall not be completed and the Offer would be withdrawn.

The Acquirer intends to make investment in Indian Economy, contribute to the Indian import, and export trade with European and Asian countries. Acquirer's intention is to keep the original object of the Target Company unchanged for the short term and then to increase the related business scope, such as food, health care products and flavoured water and drinks, etc. and are subject to applicable laws. The Acquirer Company wishes to expand the scale of business for Target Company, provide international expert technicians abroad to recruit and empower domestic technicians to participate in the research & development of core products, increase employment and improve the quality of life of employees. It also intends to build an e-commerce platform exclusively for wide range of flavoured drinks rich in mineral elements and corn flour semi-finished products and corn-to-be processed foods.

The outcome of the transaction will be keenly watched as Chinese investments are looking for a way to enter Indian markets with current strictures imposed by the Indian Government.

Shares of THIRDWAVE FINANCIAL INTERMEDIARIES LTD. was last trading in BSE at Rs.19.27 as compared to the previous close of Rs. 18.36. The total number of shares traded during the day was 15951 in over 16 trades.

The stock hit an intraday high of Rs. 19.27 and intraday low of 19.25. The net turnover during the day was Rs. 307368.

Source : Equity Bulls

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