Legend Upstar Holdings Announces Results of Court Meeting and EGM, Proposes Delisting

Key Developments for Investors

Legend Upstar Holdings Limited (Stock Code: 459) and its offeror, Wealth Builder Holdings Limited, have announced the results of the Court Meeting and Extraordinary General Meeting (EGM) regarding the proposed privatisation by way of a scheme of arrangement and the subsequent withdrawal of the company’s listing on the Hong Kong Stock Exchange.

Highlights and Price-Sensitive Information

• Approval of Privatisation Scheme: The proposed scheme to privatise Legend Upstar Holdings by Wealth Builder Holdings was approved by the requisite majority of Scheme Shareholders at the Court Meeting. Specifically, 90.22% of votes were cast in favour, with only 9.78% against, well within the required thresholds. Only 1.22% of all Disinterested Scheme Shareholders voted against the Scheme, below the 10% blocking threshold set by the Takeovers Code.
• EGM Resolutions Passed: At the EGM, shareholders approved both:
  • A special resolution authorising the reduction of the issued share capital by cancelling and extinguishing the Scheme Shares.
  • An ordinary resolution to restore the share capital by allotting and issuing new shares to the Offeror, Wealth Builder Holdings, equal to the number of Scheme Shares cancelled, credited as fully paid at par.
• Proposed Delisting: Subject to the Scheme becoming effective, the listing of Legend Upstar Holdings’ shares is expected to be withdrawn from the Hong Kong Stock Exchange at 4:00 p.m. on Tuesday, 24 March 2026.
• Effective Date and Timetable:
  • Last day for trading in shares: Friday, 27 February 2026
  • Closure of register: From Wednesday, 11 March 2026
  • Expected Scheme effective date: Friday, 20 March 2026
  • Delisting effective: Tuesday, 24 March 2026
  • Latest date for despatch of cheques for the Cancellation Price: On or before Tuesday, 31 March 2026
• Shareholding Structure: As of the meeting date, Wealth Builder Holdings (beneficially owned by Mr. Freddie Wong) held 62.74% of the issued shares. Only the remaining 37.26% (the Scheme Shares) were eligible for the privatisation offer. The Offeror Concert Parties do not hold any shares.
• Conditions and Next Steps: The Scheme and delisting are subject to certain conditions, including court approval and regulatory clearances. Shareholders are advised to note that if these conditions are not fulfilled or waived, the privatisation and delisting may not proceed.

Important Notes for Shareholders

• Trading Notice: The last day for trading Legend Upstar Holdings shares is expected to be 27 February 2026. Investors should act accordingly to avoid being locked in during the delisting process.
• Cancellations and Payments: Cheques for payment of the Cancellation Price will be dispatched to eligible shareholders by 31 March 2026. Shareholders holding through nominees should note that payments will be sent to the registered nominee.
• Register Closure: To qualify for the Scheme entitlements, shareholders must ensure transfers are registered by 4:30 p.m. on 10 March 2026.
• Potential Price Impact: The announcement of the privatisation scheme, its approval, and the proposed delisting are highly price-sensitive. The certainty of a set Cancellation Price, combined with the disappearance of public trading liquidity, is likely to have a significant impact on the share price in the coming weeks.
• Risk Warning: There is no guarantee the privatisation and delisting will be implemented until all conditions are satisfied or waived. Shareholders are urged to exercise caution and monitor further announcements.

Detailed Voting Results

• Court Meeting: 75,406,863 votes for (90.22%), 8,175,319 against (9.78%) out of 83,582,182 total votes cast by Disinterested Scheme Shareholders.
• EGM Special and Ordinary Resolutions: Both resolutions received 99.37% approval, with 1,215,158,622 votes for and 7,703,182 against, out of 1,222,861,804 votes cast.

Corporate Governance and Process

• Meeting Oversight: All directors (except Mr. Sha Pau, Eric) attended both meetings. Tricor Investor Services Limited acted as the scrutineer for vote-taking.
• No Conflicts or Abstentions: No Scheme Shareholders were required to abstain from voting, and no parties indicated they would vote against the Scheme or resolutions.
• No Recent Acquisitions: Since 9 December 2025, neither the Offeror nor its Concert Parties have acquired additional shares or derivatives, nor have they borrowed or lent any relevant securities.

Next Steps and Cautionary Statement

Shareholders and potential investors should be aware that the implementation of the privatisation proposal and the Scheme are still subject to the satisfaction or waiver of all conditions. The proposal may or may not be implemented, and the Scheme may or may not become effective. Shareholders are strongly advised to exercise caution when dealing in the securities of the Company and to seek independent professional advice if in doubt.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult with their own professional advisers before making any investment decisions. The author and publisher accept no responsibility for any loss occasioned by reliance on the information contained herein.

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