JS Global (1691.HK) released EGM Circular for the Proposed Spin-off and the Proposed Distribution
JS Global (1691.HK) released EGM Circular for the Proposed Spin-off and the Proposed Distribution
The Board of Directors (the “Board”) of JS Global Lifestyle Company Limited$JS 環球生活.HK (the “Company”) proposed to carry out a spin-off and separate listing of SharkNinja on the U.S. Stock Exchange. In this regard, the Company has submitted a proposal to the Stock Exchange in relation to the Proposed Spin-off of SharkNinja on a U.S. Exchange pursuant to PN15 of the Listing Rules and announced on 23 February 2023 that the Stock Exchange has confirmed that the Company may proceed with the Proposed Spin-off.
An EGM will be held on June 26, 2023 to consider and, if thought fit, approve, among other matters, the Proposed Spin-off and the Proposed Distribution. Subject to consideration and approval at the EGM, the Proposed Spin-off, if proceeded with, will result in the separate listing of SharkNinja on the U.S. Stock Exchange and the Proposed Distribution, if proceeded with, will result in the full demerge of SharkNinja from the Company.
The Company will distribute all of the shares it holds in SharkNinja to the Company Shareholders through Proposed Distribution, which occur substantially concurrently with the listing of SharkNinja.
Considering the recent market conditions in the U.S., an initial public offering of SharkNinja’s shares on the U.S. Stock Exchange shall not coincide with the Proposed Spin-off and the Proposed Distribution.
The Board proposes to give due regard to the interests of the Company Shareholders by providing them with an assured entitlement to the shares of SharkNinja by way of a full distribution in specie of existing shares of SharkNinja held by the Company, with each of the Company Shareholders to be entitled to a pro rata distribution of all of the Company’s shareholding in SharkNinja in proportion to their respective shareholdings in the Company.
the Retained Group – with a clear development strategy and significant
Upon completion of the Proposed Spin-off and the Proposed Distribution, SharkNinja will operate the SharkNinja International Business, and the Retained Group will operate the Joyoung Business and SharkNinja APAC Business through JSG APAC segment.
Upon completion of the Proposed Spin-off, the Retained Group will operate the following two types of small household appliance businesses:
1. At present, the Company holds approximately 67% equity interests in Joyoung (002242. SZ) and consolidates Joyoung as a subsidiary of the Group in its financial statements. Joyoung branded products are primarily sold in Mainland China, and Joyoung has a leading position in Mainland China for various small household appliance products such as soy milk makers, blenders, rice cookers, and air fryers.
2. SharkNinja APAC business: the Retained Group is expected to continue to carry on the design, production, marketing and distribution of the Shark and Ninja brands of small household appliances in the Asia Pacific Region and Greater China.
Given the evolving nature of products of SharkNinja and Joyoung and the different consumer preferences in each regional market, the Company believes that it is significant to retain SharkNinja APAC and Joyoung in the Retained Group.
The Retained Group will continue to capture the evolving consumer needs in the Asia Pacific Region and Greater China and will maintain its industry leadership position. The Retained Group is committed to achieving rapid growth and making the brands known to more consumers, as well as providing provide innovative lifestyle solutions to consumers in the Asia Pacific Region and Greater China.
SharkNinja: well-positioned for continued growth
The SharkNinja Group, taken as a whole, is a global product design and technology company that creates 5-star rated lifestyle solutions through innovative products for consumers around the world. The SharkNinja Group has built two billion-dollar brands, “Shark” and “Ninja” each of which has a proven track record of establishing leadership positions.
According to NPD Group’s Retail Tracking Service data, Shark was the No.1 selling vacuum brand by market share in the U.S. for the last four years and the No.1 selling floorcare brand in the U.S. in 2022. Ninja was the No.1 selling small kitchen appliance brand in the U.S. for the last three years.
According to Growth from Knowledge (GfK) and Market Intelligence, Shark vacuum cleaners held 31% market share by value GBP in the United Kingdom in 2022, Ninja held a market value share of 59.6% of electrical cooking pots in Great Britain in 2022 and 42.7% market share in terms of value in the deep fryers market in Great Britain in 2022.
Enabled by its global research and development platform with advanced engineering capabilities, and built on an agile and scalable supply chain, the SharkNinja Group designs, markets and distributes innovative home appliances at compelling value, striving to delight consumers. The SharkNinja Group is highly penetrated across key retailers, online and offline, and also distributes through its direct-to-consumer platform. The SharkNinja Group strives to be the most relevant and prominent brand wherever consumers shop.
The Company believes the SharkNinja Group is well-positioned for continued growth through increasing share in existing categories, entering new categories, expanding the brand and driving operating margins an efficiencies.
Arrangements for Qualifying Company Shareholders and Non-qualifying Company Shareholders
Qualifying Company Shareholders (the Company Shareholders who are not the Non-Qualifying Shareholders and who will directly receive the SharkNinja shares under the Proposed Distribution) will receive SharkNinja shares on the SharkNinja Listing Date.
Certain Company Shareholders on the record date cannot receive the distribution in kind in the form of the shares of SharkNinja, which are referred to herein as the Non-Qualifying Company Shareholders. Non-Qualifying Company Shareholders include, on the record date, (i) the Shanghai-Hong Kong Stock Connect Investors; and (ii) certain overseas Company Shareholders residing in a jurisdiction where it would be illegal for him/her/it to receive SharkNinja shares under the Proposed Distribution due to restrictions under the relevant overseas securities laws and regulations.
With respect to the Non-Qualifying Company Shareholders, the Company will transfer the Non-Qualifying Company Shareholders Shares to the Purpose Trust (in the name of its trustee). The trustee of the Purpose Trust will, on behalf of the Purpose Trust, enter into a Share Reduction Plan with one or more securities firms to cooperate with their respective licensed partners in the U.S. to sell the Non-Qualifying Company Shareholders Reduction Shares on the open market of the U.S. Stock Exchange within 90 days of the Proposed Spin-off on a best-efforts basis at or close to the Intraday VWAP.