As informed by Chan Mei-sheung (Mrs Huang), the spouse of late Huang Wenyi and a director and the chairwoman of Walker Group Holdings (HKG:1386), the board of directors of the company understands that the minor applicant (represented by his guardian) to the court proceedings (the applicant), who has an approximate 16.67% legal entitlement under the estate of late Huang, and Mrs Huang have agreed to settle the court proceedings (the settlement).
The terms of the settlement include that subject to obtaining the necessary approval from court of the BVI, Mrs Huang and the relevant professional administrators, upon their appointment as the administrators of the estate, would cause the pro rata entitlement of the applicant in the relevant shares (the pro rata share entitlement), representing 10.8% of the total issued share capital of Walker Group, to be distributed to the applicant in lieu of the applicant's prop rata entitlement in the shares in Smart Presto Holdings Limited, in such manner and such form as may be approved by the BVI court.
The board is given to understand from Mrs Huang's lawyers that the total number of shares in Walker Group ultimately received by the applicant under the estate (the transfer) may be less than his pro rata share entitlement, given such entitlement may be subject to set-off arrangement and certain powers of the administrators of the estate to convert assets into cash under the estate.
Assuming that the applicant will receive the pro rata share entitlement up to the date of the transfer in full under the estate and there is no change in the issued share capital of Wlaker Group immediately after completion of the transfer, the applicant will become a substantial shareholder of Walker Group; and Smart Presto's shareholding in Walker Group will be reduced from 72.03% to 61.23% and will continue to be a controlling shareholder of Walker Group.
Mrs Huang expects that immediately after the transfer or distribution of the 90% issued shares in Smart Presto held by the estate to the relevant beneficiaries (including Mrs Huang who has a 10% direct interest in Smart Presto before any distribution and a legal entitlement of 50% under the estate), Mrs Huang would be the controlling shareholder of Walker Group by way of holding over 50% of the total issued share capital of Smart Presto.
Walker Group's board considers that the court proceedings and the settlement represent a dispute and resolution of a personal nature in relation to Mrs Huang and the estate, and that the management and operation of the company have not been affected by the court proceedings or the settlement.