ENM Holdings Plans Hilltop Land Tender in 2027, Targets Voluntary Delisting and Eventual Winding-Up

Bulletin Express
06/15

ENM Holdings Limited announced that its board has resolved to dispose of its principal asset—the Hilltop Land in Tsuen Wan—through a public tender, paving the way for a voluntary delisting and subsequent winding-up of the company.

The Hilltop Land (Lot 360 in Demarcation District 454) carried a fair-value book amount of HK$320.00 million as at 31 December 2025. Management emphasised that this figure should not be viewed as the minimum reserve price; the eventual consideration will depend on market conditions, bidder participation, land-premium assumptions and other variables revealed during the tender.

To maximise bidder interest, the company intends to launch the tender in the first quarter of 2027 and aims to complete the sale by the third quarter of that year. This timetable aligns with the anticipated April 2027 completion of the government road-gazettal process—a statutory requirement linked to the land-exchange application that began in November 2024. The board believes synchronising disposal with the gazettal completion will reduce purchaser uncertainty and improve price competitiveness.

Under Note 7 to Rule 2 of the Takeovers Code, the disposal and the proposed withdrawal of listing require shareholders’ approval by poll: at least 75% of votes from independent shareholders must be in favour, and no more than 10% of votes cast may be against. The company will seek this approval only after selecting a winning bidder and executing a definitive sale agreement.

Following the land sale, ENM Holdings plans to distribute value to shareholders via a dividend funded by net sale proceeds, available cash reserves and proceeds from disposals or redemptions of financial assets. To create sufficient distributable reserves, the board intends to implement a court-free capital reduction and apply to the High Court to release an HK$808.82 million special reserve established in 2002. The exact per-share distribution has not yet been determined.

Upon completion of the distribution and delisting, the board expects to commence a voluntary winding-up to conclude the company’s affairs. The overall sequence—disposal, financial-asset realisation, capital reduction, distribution, delisting and winding-up—remains subject to regulatory approvals, market conditions and shareholder consent.

The Takeovers Code offer period has started with this announcement, and ENM Holdings will issue monthly updates until a firm offer announcement under Rule 3.5 or a decision is taken not to proceed. At present, the company has 1.65 billion shares in issue and no other relevant securities.

The board cautioned that there is no certainty the proposed transactions will proceed and advised shareholders and potential investors to exercise caution when dealing in the company’s shares.

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