Legend Upstar Holdings Limited: Grand Court Sanctions Privatisation Scheme and Upcoming Delisting

Key Developments

• The Grand Court in the Cayman Islands has sanctioned the proposed privatisation scheme of Legend Upstar Holdings Limited, without modification, on 19 March 2026.
• The effective date for the scheme is expected to be 26 March 2026 (Cayman Islands time).
• The Stock Exchange of Hong Kong has approved the withdrawal of the listing of Legend Upstar Holdings Limited’s shares, effective from 4:00 p.m. on 30 March 2026, subject to the scheme becoming effective.

Details of the Privatisation Scheme

The scheme of arrangement, as proposed by Wealth Builder Holdings Limited (the “Offeror”), involves the privatisation of Legend Upstar Holdings Limited (the “Company”) under section 86 of the Companies Act of the Cayman Islands. The scheme was presented to and sanctioned by the Grand Court on 19 March 2026, along with confirmation of the associated reduction in the Company’s share capital. These approvals mark a significant milestone in the privatisation process.

Important Information for Shareholders

• The scheme is expected to become effective on 26 March 2026 (Cayman Islands time).
  Once effective, the terms of the privatisation will be implemented.
• The Stock Exchange delisting is scheduled for 30 March 2026 at 4:00 p.m.
  All trading activities in the Company’s shares will cease after this time.
• All conditions precedent to the scheme, except for ongoing fulfilment of certain administrative conditions, have been satisfied or fulfilled.
  These remaining conditions are expected to be maintained or waived as applicable up to the effective date.
• There remains a risk that the scheme may not become effective if any of the ongoing conditions are not fulfilled or waived.
  Investors should continue to monitor announcements for confirmation of effectiveness.
• Shareholders should refer to the most recent revised timetable for the proposal and scheme in previous announcements to track the sequence of events and deadlines.

Potential Price-Sensitive Implications

• The confirmation of the scheme by the Grand Court and the expected timetable for delisting are highly price-sensitive events.
  The removal of Legend Upstar Holdings Limited from the stock exchange will significantly impact the liquidity and tradability of its shares.
• Shareholders who do not act promptly may lose the opportunity to sell their shares on the open market after delisting.
• Any change, delay, or failure in the effectiveness of the scheme would also be material and potentially move the share price.

Corporate Governance Update

The Board of Legend Upstar Holdings Limited comprises six Directors, including three Executive Directors (Mr. WONG Kin Yip, Freddie, Ms. WONG Ching Yi, Angela, and Mr. WONG Alexander Yiu Ming) and three Independent Non-Executive Directors (Mr. SHA Pau, Eric, Mr. WONG Chung Kwong, and Mr. LI Wai Keung). Details of respective responsibilities and confirmations of information accuracy have been provided by both the Company and the Offeror’s directors.

Investor Actions and Warnings

• Shareholders and potential investors are urged to exercise caution when dealing in the securities of the Company.
• The scheme’s implementation remains subject to ongoing conditions, and there is a possibility that the privatisation may not be completed.
• Shareholders are advised to consult with licensed securities dealers, brokers, or professional advisors if they are in any doubt regarding the appropriate actions to take.

Next Steps and Further Announcements

A formal announcement will be made once the scheme has become effective. Shareholders should closely monitor further disclosures from the Company regarding the status of the scheme and the withdrawal of listing.

Disclaimer: This article is for informational purposes only and does not constitute investment advice, an offer, or solicitation to buy or sell securities. Shareholders and investors should consult their own professional advisors and consider their own circumstances before making investment decisions. All information is based on the latest public disclosures and is subject to change.

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