WK GROUP (02535.HK): Mandatory Unconditional Cash Offer Lapses After Conditions Unmet on 2 October

NewTimeSpace News: On 2 October 2026, WK Group (Holdings) Limited (stock code: 02535) and the offeror WellLuck Limited jointly announced that the conditional mandatory unconditional cash offer, made by Get Nice Securities Limited on behalf of WellLuck Limited to acquire all the issued shares of the Company (other than those already owned or agreed to be acquired by the offeror and its concert parties), has lapsed: as at 4:00 p.m. on 2 October 2026 (the first closing date), valid acceptances were received in respect of 30,000 offer shares, representing approximately 0.0015% of the total issued shares as at the date of the joint announcement.

Together with the shares already held by the offeror and its concert parties, the accepted shares represent a total of 780,030,000 shares, or approximately 39.0015% of the total issued shares as at the date of this joint announcement. As the condition to the offer (receipt of valid acceptances which, together with the shares held by the offeror and its concert parties, would result in the offeror and its concert parties holding more than 50% of the voting rights of the Company by 4:00 p.m. on the closing date) was not fulfilled, the offer has not become unconditional; the offeror and the Company jointly announced that the offer lapsed on 2 October 2026 and will not be extended or revised. Immediately before the commencement of the offer period, as completion took place on 30 July 2026, the offeror, its ultimate beneficial owner and their concert parties held 780,000,000 shares, representing 39.00% of the entire issued share capital of the Company.

Reference is made to the joint announcement dated 4 August 2026 and the composite offer and response document dated 11 September 2026. Under Rule 31.1 of the Takeovers Code, the offeror and any persons acting in concert with it may not, within 12 months from the date of lapse and without the executive's consent, announce an offer or possible offer for the Company or acquire voting rights of the Company (where this would trigger an obligation to make an offer under Rule 26). Share certificates and/or transfer receipts and/or other documents of title received by the share registrar will be returned by ordinary post to accepting shareholders by no later than 13 October 2026, at their own risk.

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