DeHeng (Hong Kong) advised Palasino Holdings Limited on its listing on the Main Board of the Hong Kong Stock Exchange, as the first European gaming and leisure group listed in Hong Kong

On 26 March 2024, Palasino Holdings Limited (“Palasino”) successfully listed on the Main Board of the Hon Kong Stock Exchange (Stock code: 2536). Palasino is spun off from its controlling shareholder, Far East Consortium International Limited (the shares of which are listed on the Main Board of the Hong Kong Stock Exchange, stock code: 35) (the “FEC Group”), becoming the first European gaming and leisure group listed in Hong Kong. Immediately upon completion of the global offering, the market capitalisation of Palasino exceeds HK$2.0 billion.

Palasino is a gaming and leisure group comprising (i) one integrated land-based casino and resort and two full-service land-based casinos operating in the Czech Republic, offering primarily slot machines and table games, and (ii) three hotels in Germany and one hotel in Austria that offer accommodation, catering, conference, and leisure services. Palasino’s land-based gaming business and German and Austrian hotel business were acquired by the FEC Group through merge in 2018. Since then, Palasino has expanded its gaming offerings with the addition of new slot machines and the launch of poker game, and rebranded its casinos to “Palasino”.

Palasino submitted its listing application in September 2023, and became successfully listed within six months. In this project, DeHeng (Hong Kong) acted as the Hong Kong legal counsel to the sole sponsor, Guotai Junan Capital Limited, and underwriters (including Guotai Junan Securities (Hong Kong) Limited, CMB International Capital Limited and Zhongtai International Securities Limited), and fully participated in the project. DeHeng (Hong Kong) worked closely and actively with other professional parties to provide professional, comprehensive and efficient legal services for this project.

Advised Tibet Water Resources Ltd. on its placing of new shares under general mandate

DeHeng Hong Kong acted as the legal advisers of the placing agent, Gransing Securities Co., Limited (“Gransing Securities”), in relation to the placing of new shares under the general mandate by Tibet Water Resources Ltd. (Stock code: 1115) (“Tibet Water”).

On 21 February 2024, a total of 500,000,000 shares (the “Placing Shares”) have been successfully placed by Gransing Securities to not less than six independent placees. The Placing Shares represent (i) approximately 12.26% of the issued share capital of Tibet Water immediately before completion of the placing; and (ii) approximately 10.92% of the issued share capital of Tibet Water as enlarged by the allotment and issue of the Placing Shares immediately upon completion of the placing.

Tibet Water is principally engaged in the production and sale of water products and beer products in the PRC. The aggregate net proceeds raised from the placing, after deducting all related costs, fees, expenses and commission, were approximately HK$105.8 million.

The deal was led by lead partners Ernest Chung and Boaz Cheung of DeHeng Hong Kong, and supported by associate Chloe Yuen and trainee solicitor Syndi Ling. DeHeng Hong Kong worked closely with Gransing Securities, Tibet Water and other professional parties to provide professional, comprehensive and efficient legal services for this project.

Participating in mandatory conditional cash offer for the shares of Honworld Group Limited

DeHeng Hong Kong is participating in a project in relation to the mandatory conditional cash offer by CLSA Limited for and on behalf of Wuxing City Investment HK Company Limited (the “Offeror”) to acquire all the issued shares of Honworld Group Limited (stock code: 2226) (the “Company”) (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it).

On 28 September 2023, the Offeror enforced a share mortgage and effected the transfer of 229,424,000 shares of the Company (the “Mortgaged Shares”) from Key Shine Global Holdings Limited to the Offeror (the “Enforcement Action”). Immediately following the Enforcement Action, the Offeror became the beneficial owner of the Mortgaged Shares, representing approximately 39.64% of the entire issued share capital of the Company. CLSA Limited is making a mandatory conditional cash offer for all the issued shares of the Company (other than those shares already owned or agreed to be acquired by the Offeror and parties acting in concert with it) for and on behalf of the Offeror in compliance with the Hong Kong Code on Takeovers and Mergers at the offer price of HK$0.5034 per offer share of the Company.

The Offeror is a wholly owned subsidiary of Huzhou Wuxing City Investment Development Group Co., Ltd.* (湖州吳興城市投資發展集團有限公司) (“Wuxing City Investment”), which is in turn wholly owned by Huzhou City Wuxing District State-owned Capital Supervision and Management Service Centre* (湖州市吳興區國有資本監督管理服務中心). Wuxing City Investment (together with its subsidiaries) is one of the most prominent infrastructure construction and land development platforms in Wuxing District of Huzhou City, Zhejiang Province, China.