Perfect Group International Holdings proposes privatization at HK$0.25 per share

Immaculate Diamonds Limited (the "offeror") has proposed the privatization of Perfect Group International Holdings Limited through a scheme of arrangement, with a cancellation price of HK$0.25 per scheme share. This price represents a premium of approximately 61.29% over the closing price on May 30, 2025, and 5.04% over the closing price on September 15, 2025. The total cash consideration required is approximately HK$129,896,250 for the 519,585,000 scheme shares in issue.

The proposal includes the withdrawal of the company’s listing on the Stock Exchange, addressing low trading liquidity, which has hindered fundraising efforts. The scheme is subject to shareholder and Grand Court approvals, including at least 75% approval from disinterested scheme shareholders at the Court Meeting, with votes against not exceeding 10% of total scheme shares held by disinterested scheme shareholders.

The offeror, Mr. Kan, King Jewel, and Classic Sapphire are controlling shareholders and will not have their shares cancelled. The independent financial adviser, VS Capital Limited, has deemed the terms fair and reasonable for disinterested scheme shareholders. The offeror has stated the cancellation price will not be increased.