Asia Pacific Promotion Limited (Offeror) and Z Fin Limited (the Company) announced a postponement in the mailing of the scheme document related to the proposed privatisation of Z Fin by way of a scheme of arrangement under section 99 of the Bermuda Companies Act and the subsequent delisting from the Hong Kong Stock Exchange.
Originally scheduled for distribution within 21 days of the 21 July 2026 announcement (i.e., by 11 August 2026) in compliance with Takeovers Code Rule 8.2, the scheme document will now be dispatched no later than 30 September 2026. The Securities and Futures Commission’s Executive (the Executive) has granted consent for the extension.
The deferment is attributed to: 1. Additional time required to finalise key components of the document, including: • the Independent Financial Adviser’s letter of advice, • property valuation reports prepared under Takeovers Code Rule 11.1(f), and • updated financial information of the Z Fin group; and 2. Scheduling considerations for the Supreme Court of Bermuda’s directions hearing, a prerequisite for convening the Court Meeting to vote on the scheme.
Key elements to be included in the forthcoming scheme document are: • Detailed terms of the privatisation proposal and scheme; • Expected timetable for the court meeting and shareholders’ meeting; • Explanatory statement under the Companies Act; • Recommendations from the Independent Board Committee to disinterested shareholders; and • Notices and proxy forms for the Court Meeting and Special General Meeting.
Shareholders are reminded that the privatisation and delisting remain subject to various conditions, including court approval and requisite shareholder votes. There is no assurance that the scheme will become effective. Investors are advised to exercise caution when dealing in the Company’s securities.
Further announcements will be made upon despatch of the scheme document or as required under the Takeovers Code.