UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Amendment No. 2
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
LUFAX HOLDING LTD
(Name of Subject Company (Issuer))
Ping An Insurance (Group) Company of China, Ltd.
An Ke Technology Company Limited
China Ping An Insurance Overseas (Holdings) Limited
(Names of Persons Filing Statement)
Ordinary Shares, par value US$0.00001
(Title of Class of Securities)
G5700Y209
(Cusip Number of Class of Securities)
American Depositary Shares (ADS) each representing
two Ordinary Shares, par value US$0.00001
(Title of Class of Securities)
54975P201
(Cusip Number of Class of Securities)
Ping An Insurance (Group) Company of China, Ltd.
Attention: Xiaoxiao Shen
47th, 48th, 109th, 110th, 111th, 112th Floors, Ping An Finance Center
No. 5033 Yitian Road, Futian District, Shenzhen, China
+86 400 886 6338
An Ke Technology Company Limited
Attention: Yanmei Dong
23/F, Two International Finance Centre
8 Finance Street, Central, Hong Kong, China
+86 0755 2262 7970
China Ping An Insurance Overseas (Holdings) Limited
Attention: Pannie Yiu
23/F, Two International Finance Centre
8 Finance Street, Central, Hong Kong, China
+852 37629092
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☒ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the SEC on September 27, 2024, as amended on October 16, 2024 (the “Schedule TO”), by An Ke Technology Company Limited, a company incorporated in Hong Kong with limited liability (“An Ke”), China Ping An Insurance Overseas (Holdings) Limited, a company incorporated in Hong Kong with limited liability (“PAOH”, and together with An Ke, the “Joint Offerors”), and Ping An Insurance (Group) Company of China, Ltd., a company established as a joint stock company under the laws of the People’s Republic of China and parent company of the Joint Offerors (“Ping An Group”, and together with the Joint Offerors, the “Offeror Group”).
Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Unless otherwise defined herein, all capitalized terms shall have the meaning given to them in the Amended and Restated US Offer Document filed as Exhibit (a)(1)(A) to the Schedule TO.
ITEMS 1, 2, 4, 8, 11 and 13
Items 1, 2, 4, 8, 11 and 13 of the Schedule TO are hereby amended and supplemented by including the following:
The Offers expired at 4:00 a.m. on Monday, October 28, 2024 (New York time) and were not further revised or extended by the Offeror Group.
As of 4:00 a.m. on October 28, 2024 (New York time), being the latest time for receiving acceptances under the Offers, the Joint Offerors had received valid acceptances under this Offer in respect of 57,828 ADSs and no Ordinary Shares, and under the Non-US Offer in respect of 44,842 Ordinary Shares. Such acceptances collectively represent approximately 0.01% of the total issued Ordinary Shares as of October 28, 2024.
Prior to the Offers, the Joint Offerors beneficially owned an aggregate of 984,785,257 Ordinary Shares, representing approximately 56.81% of the total issued Ordinary Shares.
Taking into account the valid acceptances tendered under the Offers, the Joint Offerors beneficially own an aggregate of 984,945,755 Ordinary Shares, representing approximately 56.82% of the total issued Ordinary Shares as of October 28, 2024.
The joint press release announcing the results of the Offers has been filed as Exhibit (a)(5)(C) hereto and is incorporated herein by this reference.
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented as follows:
(a)(5)(C) Joint Press Release, dated October 28, 2024, issued by Morgan Stanley for and on behalf of the Joint Offerors
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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: October 28, 2024 | PING AN INSURANCE (GROUP) COMPANY OF CHINA, LTD. | |||||
| By: | /s/ Xie Yonglin | |||||
| Name: | Xie Yonglin | |||||
| Title: | Executive Director, President and Co-CEO | |||||
| Dated: October 28, 2024 | AN KE TECHNOLOGY COMPANY LIMITED | |||||
| By: | /s/ WANG, Shiyong | |||||
| Name: | WANG, Shiyong | |||||
| Title: | Director | |||||
| Dated: October 28, 2024 | CHINA PING AN INSURANCE OVERSEAS (HOLDINGS) LIMITED | |||||
| By: | /s/ Tung Hoi | |||||
| Name: | Tung Hoi | |||||
| Title: | Director | |||||
EXHIBIT INDEX
| * | Previously Filed |