EMINENCE CAP GP (00770.HK): Major Transaction; Canopy Stake Above 20% Cap
NewTimeSpace News: On 21 September 2026, Eminence Capital Group Limited (stock code: 00770) announced that it acquired on the open market on 10 July 2025, 6 August 2025 and 2 December 2025 an aggregate of 26,200,000 Canopy Shares, representing approximately 9.05% of the issued share capital of Canopy Skyfire Group Limited (stock code: 08245) as at the date of the announcement, at an aggregate consideration of HK$ 4,822,400 exclusive of transaction costs. The identity of the sellers could not be ascertained as the acquisitions were made on the open market, and the Directors confirmed that the sellers and their ultimate beneficial owners are independent third parties.
According to the announcement, the investment value of the first acquisition represented approximately 28.6% of the Company's net asset value, exceeding the 20% threshold under Rule 21.04(3)(b) of the Listing Rules. Under Chapter 14 of the Listing Rules, the first acquisition constituted a major transaction, the second and third acquisitions each constituted discloseable transactions on a standalone basis, and the acquisitions taken together constituted a major transaction. The Company stated that it did not comply with Chapter 14 and Rule 21.04(3)(b), attributing this to an inadvertent failure during the planning and approval stages to properly identify and assess the implications under the Listing Rules; the Board only became aware of the non-compliance when reviewing the financial statements for the year ended 31 December 2025 and confirmed it was not intentional.
Remedial measures approved and being implemented include suspending further acquisitions and disposals of Canopy Shares, with a disposal intended to be completed by 31 December 2026 to restore compliance with the 20% limit; convening an extraordinary general meeting to approve the acquisitions, with all Canopy Shares to be disposed of if the ordinary resolution is not passed, and completion of all necessary notices and shareholder approval by 31 October 2026; engaging a qualified independent internal control expert, expected to be appointed by October 2026; and strengthening internal reporting and compliance procedures, with targeted training for Directors, the company secretary and the head of the finance department to be completed in October 2026. The circular is expected to be despatched on or before 13 October 2026.
The Company also provided supplemental information on its 2025 annual report, disclosing the detailed breakdown of the approximately US$ 404,000 net proceeds raised from the placing completed on 4 July 2025 and details of its significant investments, including 1,045,000 shares in Law's Business Group Holding Ltd representing approximately 4.89% of its total issued shares.
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