Rimbaco Group Global Limited: Major Shareholding Change, Mandatory Cash Offer, and Trading Resumption

Key Points for Investors

• Change of Control: Aureole Halo Limited (“Offeror”) has acquired a 75% stake (945,000,000 shares) in Rimbaco Group Global Limited (“the Company”) from RBC Venture Limited (“Vendor”) for a total cash consideration of HK\$157.5 million, equating to HK\$0.167 per share. Completion occurred on 24 April 2026.
• Mandatory Unconditional Cash Offer: Following the acquisition, a mandatory unconditional cash offer is triggered under Rule 26.1 of the Hong Kong Takeovers Code. The Offeror must acquire all remaining shares (other than those already owned or agreed to be acquired by the Offeror and its concert parties) at HK\$0.167 per share, the same price as the acquisition.
• Resumption of Trading: Trading in Rimbaco shares, suspended since 13 April 2026 pending this announcement, will resume at 9:00 a.m. on 27 April 2026.
• Offer Price and Valuation: The offer price represents a significant discount compared to recent trading prices:
  • 74.3% below the last closing price of HK\$0.65 on 10 April 2026 (last trading day)
  • 74.8% below the five-day average closing price of HK\$0.664
  • 72.5% below the ten-day average closing price of HK\$0.608
  • 63.7% below the thirty-day average closing price of HK\$0.46
  • 8.74% below the audited net asset value per share (HK\$0.183 as at 31 October 2025)
• Offer Details:
  • Offer is unconditional with no minimum acceptance condition.
  • Total shares in issue: 1,260,000,000. Shares subject to offer: 315,000,000 (25% public float).
  • Maximum cash consideration for full acceptance: HK\$52,605,000.
  • The Offeror has confirmed sufficient funding for the full offer.
  • The Offeror will not increase the offer price.
  • Any shareholder accepting the offer will have to pay seller’s Hong Kong ad valorem stamp duty, deducted from the proceeds.
• Intention to Maintain Listing: The Offeror intends to maintain the listing status of Rimbaco on the HKEX and does not intend to exercise compulsory acquisition rights.
• Board and Management:
  • The Offeror intends to retain the current management, except for possible Board changes permitted under the listing rules and Takeovers Code.
  • The Offeror may nominate new directors but will respect regulatory timelines.
• Future Plans:
  • The Offeror will review Rimbaco’s business and may consider asset disposals, acquisitions, restructuring, or diversification, but no specific plans or agreements have been made as of the announcement date.
• Shareholding Structure:

  Shareholder	Immediately before Completion	Immediately after Completion
  Offeror & concert parties	0 (0%)	945,000,000 (75%)
  Vendor	945,000,000 (75%)	0 (0%)
  Public Shareholders	315,000,000 (25%)	315,000,000 (25%)
  Total	1,260,000,000 (100%)	1,260,000,000 (100%)

• Company Financial Summary:
  • FY2025 revenue: RM259.9 million (approx. HK\$480 million)
  • FY2025 profit before tax: RM6.85 million
  • FY2025 net loss: RM1.45 million
  • FY2025 total equity: RM124.64 million
• Background of Offeror: Aureole Halo Limited is ultimately owned by Mr. Yao (70%), Ms. Yao (20%), and Mr. Chen (10%), who are experienced business executives with a background in mining and metal resources through listed entities in China. They view the acquisition as an opportunity to diversify and expand operations in Southeast Asia.
• Composite Document and Independent Advice:
  • A composite offer and response document, including independent financial advice and Board recommendations, will be sent to shareholders within 21 days of the announcement.
  • Shareholders are strongly advised to read this document before making any decision regarding the offer.
• Regulatory and Public Float Risks:
  • If the public float drops below HKEX requirements after the offer, trading may be suspended or the listing cancelled if not rectified within 18 months.
• Dealing Disclosure Obligations:
  • All associates of the Company and Offeror must disclose dealings in the Company’s securities during the offer period.

Important Shareholder Considerations and Potential Price Sensitivity

• Significant Discount to Market: The offer price is at a steep discount to recent trading prices and net asset value, which could trigger substantial share price volatility as investors reprice the stock closer to the offer price.
• Unconditional Offer: The mandatory offer is not subject to any acceptance minimums. Shareholders who do not accept will remain invested alongside a new controlling shareholder.
• No Increase in Offer Price: The Offeror has publicly stated it will not increase the offer price under any circumstances, removing the potential for a bidding war or higher exit price.
• Possible Strategic Changes: The new owners may initiate asset disposals, acquisitions, or business diversification in the future, which could materially affect the company’s earnings and share price.
• Listing Status Risk: If the public float falls below the minimum, this could result in suspension or cancellation of the company’s listing, a highly price-sensitive event.
• Independent Advice Pending: Shareholders are urged not to make any decision until the composite document and independent advice are received.

Next Steps and Recommendations

• Await the composite document for detailed independent advice before making a decision on the offer.
• Monitor announcements regarding the appointment of the Independent Board Committee and the Independent Financial Adviser.
• Exercise caution in trading, as the share price may adjust significantly in response to the offer price and the new controlling shareholder’s intentions.
• Be aware of the risks regarding listing status if the public float is not maintained post-offer.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a solicitation to buy or sell any securities. Investors should conduct their own due diligence and consult their professional advisers before making any investment decision. The information presented reflects the details available as of the date of the official joint announcement and may be subject to further updates or changes.

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