Amended Statement of Ownership: Private Transaction (sc 13e3/a)
August 18 2016 - 2:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 18, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3
(§240.13e-100)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
China
Metro-Rural Holdings Limited
(Name of the Issuer)
China Metro-Rural Holdings Limited
Kind United Holdings Limited
Kindfar International Limited
Zagat International Limited
Willis Plus Limited
Cafoong Limited
Cheng
Chung Hing, Ricky
Leung Moon Lam
Cheng Tai Po
China
Metro-Rural Investment Limited
CMR Merger Sub Limited
(Names of Persons Filing Statement)
Ordinary Shares, par value US$0.001 per share
(Title of Class of Securities)
G3163G104
(CUSIP Number
of Class of Securities)
Cheng Chung Hing, Ricky
c/o China Metro-Rural Holdings Limited
Suite 2204, 22/F, Sun Life Tower
The Gateway, 15 Canton Road
Tsimshatsui, Kowloon, Hong Kong
(852) 2111-3815
(Name,
Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
COPIES TO:
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Maurice Hoo, Esq.
Orrick, Herrington & Sutcliffe LLP
43rd Floor, Gloucester Tower
The Landmark
15
Queens Road Central
Hong Kong
(852) 2218-9100
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Richard V. Smith, Esq.
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405
Howard Street
San Francisco, CA 94105
(415) 773-5700
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This statement is filed in connection with (check the appropriate box):
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a.
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¨
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The filing of solicitation materials or an information statement subject to Regulation 14A (Sections 240.14a-1 through
240.14b-2),
Regulation 14C (Sections 240.14c-1 through 240.14c-101) or
Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934.
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b.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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c.
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¨
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A tender offer.
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d.
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x
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
¨
Check the following box if the filing is a final amendment reporting the
results of the transaction:
x
Calculation of Filing Fee
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Transaction valuation*
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Amount of filing fee**
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$4,180,610.35
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$421.00
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*
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The transaction valuation is the product of (a) the cash merger consideration of US$1.03 per Ordinary Share and (b) approximately 4,058,845 Ordinary Shares subject to the Rule 13e-3 transaction.
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**
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The filing fee is the product of (a) the transaction valuation shown above and (b) the SEC filing fee rate of 0.0001007 for Fiscal Year 2016 and has been previously paid.
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¨
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Check the box if any part of the fee is offset as provided by Section 240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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TABLE OF CONTENTS
Introduction
This Amendment No. 3 to the Transaction Statement on Schedule 13E-3 (this
Schedule 13E-3
) is being filed by the following
that are collectively referred to herein as the
Filing Persons
or individually as a
Filing Person
:
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China Metro-Rural Holdings Limited, a British Virgin Islands limited liability company and the issuer of the equity securities which are the subject of the Rule 13e-3 transaction (
CMR
),
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Kind United Holdings Limited, a British Virgin Islands limited liability company,
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Kindfar International Limited, a British Virgin Islands limited liability company,
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Zagat International Limited, a British Virgin Islands limited liability company,
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Willis Plus Limited, a British Virgin Islands limited liability company (
Willis Plus
),
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Cafoong Limited, a British Virgin Islands limited liability company,
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Cheng Chung Hing, Ricky, a Hong Kong permanent resident (
Ricky
),
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Leung Moon Lam, a Hong Kong permanent resident,
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Cheng Tai Po, a Hong Kong permanent resident,
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China Metro-Rural Investment Limited, a British Virgin Islands limited liability company (
Investment
), and
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CMR Merger Sub Limited, a British Virgin Islands limited liability company (
Merger Sub
).
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This Schedule 13E-3 relates to the Agreement and Plan of Merger, dated as of June
8
, 2016, as amended by the First Amendment to
Agreement and Plan of Merger dated as of July 22, 2016 (the
Merger Agreement
), by and among CMR, Investment, and Merger Sub. Merger Sub is a wholly-owned subsidiary of Investment which, in turn, is a wholly-owned subsidiary of
CMR.
On August 18, 2016, pursuant to the BVI Business Companies Act and the Merger Agreement, and subject to the terms and conditions set
forth therein, Merger Sub merged with and into CMR (the
Merger
), Merger Sub ceased to exist, and CMR continued as the surviving company and a wholly-owned subsidiary of Investment.
This Amendment No. 3 is being filed to report the results of the Rule 13e-3 transaction.
1
Item 15. Additional information.
(c)
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Other Material Information
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On August 18, 2016, Kind United Holdings Limited and
Cafoong Limited (collectively the
Majority Shareholder
) which, together, beneficially own 52.8% of the total combined voting power of CMR took action by written consent to approve the Merger and Merger Agreement, among other
things.
On August 18, 2016, the Merger became effective pursuant to articles of merger, and a related plan of merger, filed with the
Registrar of Corporate Affairs of the British Virgin Islands.
As a result of the Merger:
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CMR will be eligible to terminate, and intends to terminate, its Exchange Act reporting obligations,
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CMR is a wholly-owned subsidiary of Investment and has no public shareholders,
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Each outstanding ordinary share, par value US$0.001 per share (
Ordinary Share
), of CMR was cancelled and converted into the right to receive US$1.03 in cash, without interest, other than
(i) Ordinary Shares held by certain persons specified in the Merger Agreement, which were cancelled and converted into and exchanged for one fully paid and non-assessable ordinary share of Investment, and (ii) Ordinary Shares held by
shareholders who perfect dissenters rights under the BVI Business Companies Act,
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Each outstanding preferred share was cancelled, and converted into and exchanged for, 31.91225 fully paid and non-assessable ordinary shares of Investment,
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Each Ordinary Share held by CMR and any of its subsidiaries was cancelled, and
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The Ordinary Shares will not be listed on the NYSE MKT and no trading market will exist for these shares.
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Item 16. Exhibits.
(a)(3)
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Information Statement dated July 29, 2016 incorporated herein by reference to the Transaction Statement on Schedule 13E-3 filed on July 29, 2016.
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(a)(5)(i)
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Form 6-K filed by CMR on May 20, 2016 and press release attached thereto as exhibit 99.1, both incorporated herein by reference.
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(a)(5)(ii)
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Form 6-K filed by CMR on July 18, 2016 and press release attached thereto as exhibit 99.1, both incorporated herein by reference.
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(a)(5)(iii)
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Form 6-K filed by CMR on July 29, 2016 and press release attached thereto as exhibit 99.1, both incorporated herein by reference.
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(a)(5)(iv)
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Form 6-K filed by CMR on August 18, 2016 and press release attached thereto as exhibit 99.1, both incorporated herein by reference.
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(a)(5)(v)
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Form 6-K filed by CMR on August 18, 2016 and press release attached thereto as exhibit 99.1, both incorporated herein by reference.
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(d)(1)
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Merger Agreement incorporated herein by reference from Annex A to the Information Statement.
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(d)(2)
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Written Consent and Waiver dated June 7, 2016 between Ricky and CMR with respect to US$5 million and US$10 million 10% Convertible Bonds Due 2016 incorporated herein by reference to the Transaction Statement on Schedule
13E-3 filed on June 8, 2016.
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(d)(3)
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Action by Written Consent of the Majority Bondholders dated June 7, 2016 between Willis Plus and CMR with respect to 14% convertible bonds due 2017 incorporated herein by reference to the Transaction Statement on
Schedule 13E-3 filed on June 8, 2016.
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(d)(4)
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Written Consent and Waiver dated June 7, 2016 between Willis Plus and CMR with respect to certain warrants incorporated herein by reference to the Transaction Statement on Schedule 13E-3 filed on June 8, 2016.
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(d)(5)
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Written Consent and Waiver dated June 7, 2016 between Willis Plus and Ricky with respect to the Deed of Undertakings and Negative Pledge Agreement incorporated herein by reference to the Transaction Statement on
Schedule 13E-3 filed on June 8, 2016.
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(d)(6)
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Action by Written Consent of the Majority Bondholders dated June 7, 2016 between Ricky and Willis Plus with respect to the PAG Bonds incorporated herein by reference to the Transaction Statement on Schedule 13E-3 filed
on June 8, 2016.
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(e)(1)
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CMRs Annual Report on Form 20-F for the fiscal year ended March 31, 2015 filed on July 31, 2015 and incorporated herein by reference.
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(e)(2)
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CMRs Form 6-K filed on August 4, 2015 and incorporated herein by reference.
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(e)(3)
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CMRs Form 6-K filed on November 6, 2015 and incorporated herein by reference.
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(e)(4)
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CMRs Form 6-K filed on January 25, 2016 and incorporated herein by reference.
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(f)
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BVI Business Companies ActSection 179 incorporated herein by reference from Annex C to the Information Statement.
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2
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: August 18, 2016.
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CHINA METRO-RURAL HOLDINGS LIMITED
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By:
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/s/ Sio Kam Seng
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Name:
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Sio Kam Seng
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Title:
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Executive Director, Chairman of the Board, and Chief Executive Officer
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KIND UNITED HOLDINGS LIMITED
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By:
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/s/ Cheng Chung Hing, Ricky
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Name:
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Cheng Chung Hing, Ricky
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Title:
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Director
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KINDFAR INTERNATIONAL LIMITED
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By:
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/s/ Cheng Chung Hing, Ricky
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Name:
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Cheng Chung Hing, Ricky
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Title:
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Director
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ZAGAT INTERNATIONAL LIMITED
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By:
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/s/ Leung Moon Lam
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Name:
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Leung Moon Lam
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Title:
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Director
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WILLIS PLUS LIMITED
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By:
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/s/ Cheng Chung Hing, Ricky
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Name:
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Cheng Chung Hing, Ricky
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Title:
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Director
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3
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CAFOONG LIMITED
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By:
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/s/ Cheng Chung Hing, Ricky
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Name:
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Cheng Chung Hing, Ricky
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Title:
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Director
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CHINA METRO-RURAL INVESTMENT LIMITED
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By:
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/s/ Sio Kam Seng
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Name:
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Sio Kam Seng
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Title:
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Director
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CMR MERGER SUB LIMITED
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By:
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/s/ Sio Kam Seng
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Name:
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Sio Kam Seng
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Title:
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Director
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CHENG CHUNG HING, RICKY
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/s/ Cheng Chung Hing, Ricky
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LEUNG MOON LAM
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/s/ Leung Moon Lam
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CHENG TAI PO
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/s/ Cheng Tai Po
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4
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