Mandatory Conditional Cash Offer for CNT Group Limited and Possible Unconditional Cash Offers for CPM Group Limited – Full Details, Timetable, and Implications

Major Takeover Offers for CNT Group and CPM Group Announced

Key Highlights

Mandatory Conditional Cash Offer for CNT Group Limited (CNT) at HK\$0.1 per Share by Prime Surplus Limited and SHK Hong Kong Industries Limited, after Prime Surplus’s acquisition of a 4.66% stake, triggering the mandatory offer under Hong Kong’s Takeovers Code.
Possible Mandatory Unconditional Cash Offers for CPM Group Limited (CPM) at HK\$0.0562 per Share, conditional upon the CNT Offer becoming unconditional, as CNT owns 75% of CPM.
Deep Discount to Market Price and Net Asset Value: The offer prices for both CNT and CPM represent significant discounts to recent market prices and their audited net asset values, which is highly price sensitive for current and potential investors.
Resumption of Trading: Trading in CNT and CPM shares resumed following the release of this announcement, after a trading halt.
Independent Board Committees and Advisers Established for both CNT and CPM to advise on the fairness and reasonableness of the offers.
Potential Impact on Public Float: If public float falls below regulatory requirements after the offers, trading could be suspended and shares potentially de-listed after 18 months if public float is not restored.

Details of the Offers

1. Acquisition and Mandatory Offer for CNT Group

On 10 April 2026, Prime Surplus Limited acquired 88,723,592 CNT Shares (4.66% of issued shares) at HK\$0.1 per share, raising its and concert parties’ stake from 29.72% to 34.38%. This triggered a mandatory conditional cash offer for all remaining CNT Shares not held by the offerors or their concert parties, as required by Rule 26.1 of the Takeovers Code.

Offer Price: HK\$0.1 per CNT Share (identical to purchase price in recent transaction).
Shares Subject to Offer: 1,249,220,872 shares (total issued: 1,903,685,690).
Maximum Payment Obligation: HK\$124,922,087.2 if fully accepted.
Funding: SHK will use internal resources; Prime Surplus will use personal funds of Mr. Tsui.
Condition: Offer becomes unconditional only if offerors and concert parties obtain >50% voting rights in CNT by close of offer. If not, the offer lapses.

Discount to Market and NAV:

43.82% discount to last trading price (HK\$0.178/share).
84.08% discount to audited net asset value per share (HK\$0.628 as at 31 Dec 2025).

Shareholders are strongly urged to read the full Composite Document (expected within 21 days), which will include recommendation and advice from independent committees and advisers before making any decision.

2. Possible Mandatory Offer for CPM Group

If the CNT Offer becomes unconditional, the offerors will be required under the “chain principle” to make unconditional mandatory cash offers for all CPM Shares not already owned by the offerors, CNT, and their concert parties, as well as to cancel all outstanding CPM Share Options.

Offer Price: HK\$0.0562 per CPM Share (derived from the Pacpo Formula using net asset values and offer price for CNT).
Shares Subject to Offer: 250,000,000 (or up to 300,000,000 if all options exercised).
Maximum Payment Obligation: HK\$14,055,000 (up to HK\$16,860,000 if all options exercised).
Option Offer Price: HK\$0.0001 per share option (all options are “out of the money”).
Funding: Same as CNT Offer—SHK and Prime Surplus using internal and personal resources.
Discount to Market and NAV:
- 77.43% discount to last trading price (HK\$0.249/share).
- 84.08% discount to audited net asset value per share (HK\$0.353 as at 31 Dec 2025).

Important: The CPM Offers are subject to the CNT Offer becoming or being declared unconditional in all respects. If the CNT Offer lapses, the CPM Offers will not be made.

Financial and Corporate Information

CNT Group

Business: Investment property, hotel, paint and coating, as well as equity investment and land.
2025 (audited): Revenue HK\$267.7m, Net Loss HK\$66.7m, Net Asset Value HK\$1,294.3m, NAV per share HK\$0.628.

CPM Group

Business: Paint & coating manufacturing/sale, property investment.
2025 (audited): Revenue HK\$241.1m, Net Loss HK\$46.0m, Net Asset Value HK\$357.2m, NAV per share HK\$0.353.

Shareholding Structures

CNT (Post-Acquisition)

Offerors and concert parties: 34.38%
Chinaculture.com Limited: 19.35%
Public shareholders: 46.24%

CPM (Current)

CNT: 75%
Public shareholders: 25%

Key Risks and Price-Sensitive Information for Shareholders

Significant Discount Offers: The offer prices are at very large discounts to both market prices and net asset values. Acceptance of the offer could mean selling at prices well below recent market or book values.
Potential Suspension and De-Listing Risks: If post-offer, public float falls below the Stock Exchange requirements and is not restored within 18 months, shares could be de-listed.
No Current Recommendation: The Independent Board Committees have not yet opined on the fairness of the offers. Shareholders are strongly advised to await the formal Composite Document, including recommendations and independent advice, before taking any action.
Stamp Duty Payable: Sellers accepting the offers will have Hong Kong ad valorem stamp duty deducted from the cash payable.
Taxation: Investors should consult their own tax advisers regarding implications of acceptance.
Settlement Timeline: Payment for shares tendered will be made within 7 business days after valid acceptance and completion.
Overseas Shareholders: Subject to local legal and regulatory requirements; acceptance will be deemed to warrant compliance with local laws.
Offerors’ Intentions: No intention to change core business, major assets, or employment structures currently, but the Offerors reserve the right to review and make changes in future.

Next Steps for Shareholders

Await the formal CNT Composite Document (and CPM Composite Document if applicable), which will include detailed advice and recommendations.
Carefully consider the offer prices, the deep discounts, and the potential risks to public float and listing status.
Seek professional advice if unsure about tax, legal, or regulatory consequences—especially for overseas shareholders.
Watch for further official announcements regarding the status and timetable of the offers.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should await the formal offer documents and seek independent professional advice before making any investment decisions. The information herein is based on the joint announcement and may be subject to change.