REG - DFI Retail Group Jardine Matheson Hdg - Disposal of Shares in Yonghui Superstores

DFI Retail groupAnnouncement

23/09/2024 13:15

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RNS Number : 2762F  DFI Retail Group Holdings Ltd  23 September 2024

Announcement

 

This announcement contains inside information.

The following announcement was issued today to a Regulatory Information
Service approved by the Financial Conduct Authority in the United Kingdom.

 

DFI RETAIL GROUP HOLDINGS LIMITED

DISPOSAL OF 1,913,135,376 SHARES IN YONGHUI SUPERSTORES CO., LTD.

 

23 September 2024 - DFI Retail Group Holdings Limited ('DFI Retail' or the
'Company') announces the divestment of the 1,913,135,376 shares indirectly
held through its subsidiary in Yonghui Superstores Co., Ltd. ('Yonghui'),
whose shares are listed on the Shanghai Stock Exchange, to Guangdong Juncai
International Trading Co., Ltd. ('Buyer SPV'), a subsidiary of MINISO Group
Holding Limited ('Buyer Listco'), whose shares are listed on the Hong Kong
Stock Exchange and the New York Stock Exchange (the 'Transaction').

 

The Transaction will result in the Company receiving gross cash proceeds of
approximately RMB4,496 million upon completion.(1)

 

The Transaction aligns with the Company's strategic and capital allocation
framework, and allows the Company to focus a greater proportion of capital to
support the growth of its subsidiary businesses across all of its markets.

 

The completion of the Transaction is subject to the satisfaction of the
following conditions:

 

i.    The satisfaction of applicable regulatory conditions, including
obtaining clearance from the relevant antitrust authorities on the Chinese
mainland and the Shanghai Stock Exchange for the Transaction, clearance from
the relevant foreign exchange authorities on the Chinese mainland for the
Company's account opening for receipt of transfer price, and confirmation from
the Hong Kong Stock Exchange on no further comments on Buyer Listco's circular
for the Transaction; and

ii.    Buyer Listco having obtained the requisite shareholder approval for
the Transaction.

 

The Transaction may be terminated if the conditions are not satisfied within
six months or (under certain circumstances) eight months.  Each party
undertakes to use reasonable or best efforts to satisfy the conditions that it
is responsible for. Buyer SPV further undertakes to take certain actions as
may be required by the antitrust regulators, the Hong Kong Stock Exchange or
the Shanghai Stock Exchange in order to satisfy the regulatory conditions it
is responsible for. Buyer Listco further guarantees the Buyer SPV's
obligations under the Transaction. In connection with the Buyer Listco
shareholder approval condition, the beneficial owners of approximately 62.7%
of the shares in Buyer Listco, Ye Guofu and Yang Yunyun, further undertake to
cause their relevant shareholding vehicles to vote in favour of the
Transaction.

 

Following the completion of the Transaction, DFI Retail will cease to hold any
interest in Yonghui directly or indirectly through its subsidiaries.

 

About DFI Retail Group

 

DFI Retail Group (the 'Group') is a leading pan-Asian retailer.  At 30 June
2024, the Group and its associates and joint ventures operated some 11,000
outlets with more than 5,000 stores operated by subsidiaries.  The Group
together with associates and joint ventures employed over 200,000 people with
some 47,000 people employed by subsidiaries.  The Group had total annual
revenue in 2023 exceeding US$26 billion and reported revenue exceeding US$9
billion.

 

The Group provides quality and value to Asian consumers by offering leading
brands, a compelling retail experience and great service; all delivered
through a strong store network supported by efficient supply chains.

 

The Group (including associates and joint ventures) operates under a number of
well-known brands across Food, Convenience, Health and Beauty, Home
Furnishings, restaurants and other retailing.

The Group's parent company, DFI Retail Group Holdings Limited, is incorporated
in Bermuda and has a primary listing in the equity shares (transition)
category of the London Stock Exchange, with secondary listings in Bermuda and
Singapore. The Group's businesses are managed from Hong Kong. DFI Retail Group
is a member of the Jardine Matheson Group.

 

HSBC is acting as the financial adviser to DFI Retail.

 

- end -

 

For Media enquiries:

 

 Gwendolyn Cheong (Corporate Communications and Affairs)  (852) 6169 1080

 William Brocklehurst (Brunswick Group Limited)           (852) 5685 9881

 

This and other Group announcements can be accessed through the Internet at
'www.DFIretailgroup.com'.

 

 

1 For the Company's financial results for the year ended 31 December 2023, the
Company's share of Yonghui underlying losses was US$36 million.  As at 30
June 2024, the carrying value of the Company's Yonghui investment was US$765
million on the Company's balance sheet.

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