ELATE HOLDINGS (00076.HK): Acquires 69% of Macau On-Demand Logistics Platform for up to HKD 754m

NewTimeSpace News: Elate Holdings Limited (stock code: 00076) announced on 15 October 2026 that its wholly-owned subsidiary Cityhill Limited entered into a share purchase agreement with Han Carvestone International Limited as seller after the trading session on the same day, under which the buyer has conditionally agreed to acquire and the seller has conditionally agreed to sell the sale shares representing 69% of the entire issued share capital of the target company, for a maximum consideration of HKD 754,060,000, of which HKD 534,060,000 will be settled at completion in MUP and gold bars and any balance will be paid in MUP, subject to the adjustment mechanism.

The announcement stated that the target company is principally engaged in operating on-demand logistics and mobility platforms, with an online marketplace providing O2O local consumption services including ride-hailing, food and grocery delivery, group buying and supply chain logistics, and its revenue is mainly derived from Macao. The seller held 100,000,000 target shares representing 100% of its issued share capital at the date of the announcement; upon completion, the buyer will hold 69,000,000 ordinary shares (69%) and the seller 31,000,000 shares (31%), and the target will become a subsidiary of the Company and be consolidated into the Group's financial statements.

The Company noted that the completion consideration of HKD 534,060,000 comprises approximately 19,370 grams of gold bars, valued at approximately USD 2,546,621 based on the London PM fix on the day immediately preceding the agreement date, and 14,982,411 MUPs, valued at approximately USD 65,922,608 at the price quoted by Richberg. The contingent consideration of up to HKD 220,000,000, comprising up to 6,410,257 MUPs, depends on whether the average audited profit after tax of the target group for the two financial years ending 31 December 2027 exceeds the reference profit for 2025, and will not be payable if actual net profit is lower than or equal to the reference profit. The Company has engaged an independent valuer to value the entire equity of the target company, which arrived at a market value of approximately HKD 774,000,000 for 100% of the target using the market approach. As the highest applicable percentage ratio for the acquisition exceeds 100%, the acquisition constitutes a very substantial acquisition, and as the ratio for the disposal exceeds 75%, the disposal constitutes a very substantial disposal; both are subject to the reporting, announcement, circular and shareholder approval requirements under Chapter 14 of the Listing Rules. The Company will convene an extraordinary general meeting and expects to despatch the circular on or before 30 October 2026.

The Company cautioned that completion is subject to the satisfaction of conditions precedent, so the transactions may or may not proceed.