GC CONSTRUCTION (01489) and offeror Jumbo Flags Capital Limited jointly announced that on September 23, 2025, the offeror completed the acquisition of approximately 729 million shares of the company, representing about 72.89% of the total issued share capital as of the joint announcement date. The total cash consideration was approximately HK$122 million, equivalent to about HK$0.1680 per share sold.
Following completion and as of the joint announcement date, the offeror, its ultimate beneficial owner, and any parties acting in concert collectively hold approximately 729 million shares, representing about 72.89% of the company's total issued share capital.
Under Rule 26.1 of the Takeovers Code, the offeror is therefore required to make a mandatory unconditional cash offer for all issued shares (except for shares already owned or agreed to be acquired by the offeror and parties acting in concert with it). The offer price is HK$0.1812 per offer share, representing a discount of approximately 45.91% from the closing price of HK$0.3350 per share on the Stock Exchange on September 22, 2025, being the last trading day.
Additionally, the company has applied to the Stock Exchange for the resumption of trading in its shares on the Stock Exchange from 9:00 a.m. on October 2, 2025.
As of the joint announcement date, the offeror is wholly and beneficially owned by Mr. Gan Kok En. After the offer closes, the offeror intends to allow the group to continue operating its principal business and maintain the company's listing status. The offeror will conduct a review of the group's business activities and assets to formulate business plans and strategies for the group's future business development.