9 October, 2018
King & Wood Mallesons (KWM) advised OPUS Group Limited (OPUS Group) on its move from the Australian Securities Exchange (ASX) through a first-of-its-kind scheme of arrangement and listing on the Main Board of The Stock Exchange of Hong Kong (HKEX) of its newly incorporated Bermudan holding entity, Left Field Printing Group Limited (Left Field Printing, HKEX Stock Code: 1540).
This marks the first successful delisting of an Australian-listed company from the ASX to be made in conjunction with the listing on the HKEX of a Bermudan holding entity. Through the transaction, OPUS Group shareholders transferred all of their shares to Left Field Printing in exchange for shares in Left Field Printing. This was effected by way of a scheme of arrangement between OPUS Group and its shareholders.
Left Field Printing was listed on the HKEX on 8 October 2018. The listing included a share offer comprising of a total of 105,000,000 offer shares. Priced at HK$1.00 per Left Field Printing share, the net proceeds raised from the share offer were approximately HK$68.1 million.
OPUS Group is a non-wholly owned subsidiary of Lion Rock Group Limited (Lion Rock, HKEX Stock Code: 1127). The listing of Left Field Printing does not constitute a separate listing of assets or business of Lion Rock as contemplated under Practice Note 15 of the Rules of Governing the Listing of Securities on the HKEX because the transaction constituted the migration of the listing status of OPUS Group/Left Field Printing from Australia to Hong Kong.
OPUS Group is a printing solutions and services provider based in Australia. Its printing production process and services cover printing solution consultation, production planning and scheduling, pre-press, offset printing, digital printing, post-press, quality check, packaging, and delivery.
A cross border team from KWM Hong Kong and Australia worked to successfully deliver the transaction, marking the first international law firm to provide an ASX-listed entity seamless one-stop-shop support and advice in respect of the laws and listing rules of both Hong Kong SAR and Australia. The KWM Hong Kong team acted on the Hong Kong listing and was led by partners John Baptist Chan and Candy Chan with support from associates Alan Wong and Sunny Lam.
The Australian team advised on OPUS Group’s scheme of arrangement and delisting from the ASX, as well as the Australian legal aspects of the Hong Kong listing which was led by partner Nigel Hunt, with support from senior associate Brenda Valdez.
