ZO Future Group (2309) Announces Major and Connected Transaction: Disposal of 51.72% Stake in Birmingham City Limited

Bulletin Express
2025/11/07

On 7 November 2025, ZO Future Group (Stock Code: 2309) entered into a Share Purchase Agreement with Shelby Companies Limited and Birmingham City Limited (“BCL”), disposing of approximately 51.72% of the issued share capital of BCL. The deal also transferred the rights to a shareholder’s loan of around GBP19.2 million (approximately HK$205.8 million) owed by BCL to ZO Future Group. The total consideration was approximately GBP5.0 million (around HK$53.5 million), paid in cash on completion.

Prior to the disposal, BCL was owned as to around 51.72% by ZO Future Group, 45.98% by Shelby Companies Limited, and 2.30% by other shareholders. Following completion, BCL ceased to be a subsidiary of ZO Future Group. The disposal is classified as a major and connected transaction under the Listing Rules. Having received written approval from a closely allied group of shareholders, ZO Future Group is exempt from convening an extraordinary general meeting to approve the transaction.

According to the announcement, ZO Future Group expects to record a gain before taxation of approximately HK$246.2 million from the disposal. After deducting professional fees and expenses, the anticipated net proceeds of around HK$51.8 million will be allocated primarily for its new energy automobiles and related operations. The company indicated that the disposal aligns with its strategy to focus on expanding its new energy business segment while reducing its substantial ongoing financial commitments to the professional football operations of BCL.

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