SEC Comment Letter 0000000000-24-006030 to Energys Group Ltd (ENGS) (CIK 0001971828) (ENGS)
Energys Group Ltd (ENGS) (CIK 0001971828)
Date: May 24, 2024 · CIK: 0001971828 · Accession: 0000000000-24-006030
AI Filing Summary & Sentiment
File numbers found in text: 333-275956
Letter
United States securities and exchange commission logo May 24, 2024 Kevin Cox Chief Executive Officer Energys Group Limited Franklyn House, Daux Road Billingshurst, West Sussex RH149SJ United Kingdom Re:Energys Group Limited Amendment No. 5 to Registration Statement on Form F-1 Filed May 10, 2024 File No. 333-275956 Dear Kevin Cox: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 26, 2024 letter. Amendment No. 5 to Form F-1 filed May 10, 2024 General 1.We note your response to prior comment 1. First, please tell us when the shares previously held by Majestic Dragon Investment Co., Limited were contributed to Bright Forever Investments Limited and the consideration paid. Second, we note that at least one of the selling shareholders obtained their shares from the company's controlling shareholder, Moonglade Investment Limited, instead of directly from the company. Please tell us how Majestic Dragon and Bright Forever, as applicable, came to learn of the controlling shareholder's desire to transfer, sell, or dispose of the shares, and how Moonglade decided when to make those sales.
FirstName LastNameKevin Cox Comapany NameEnergys Group Limited May 24, 2024 Page 2 FirstName LastName Kevin Cox Energys Group Limited May 24, 2024 Page 2 Dividends and Dividend Policy, page 37 2.Please revise to include disclosure of the non-cumulative dividend right and whether the company anticipates making such payments. We note that your statement that you do not intend to pay dividends on page 37 only applies to ordinary shares. Exhibits 3.We note your increased primary offering size. Please refile all exhibits revised due to the increased offering size, including the underwriting agreement, legal opinion, and filing fee table. 4.We note your disclosure on page 55 regarding a second credit facility with DBS Bank (Hong Kong) Limited entered into in August 2023. Please provide the credit agreement as an exhibit to your registration statement, or tell us why it is not a material agreement. Alternate Pages for Resale Prospectus The Selling Shareholders, page Alt-2 5.Please disclose the person(s) with dispositive voting control for the shares held by Bright Forever Investments Limited and, as described in your response letter to prior comment 1, when the transfer from Majestic Dragon Investment Co., Limited occurred. Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Isabel Rivera at 202-551-3518 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Celia Velletri
Show Raw Text
United States securities and exchange commission logo
May 24, 2024
Kevin Cox
Chief Executive Officer
Energys Group Limited
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
Re:Energys Group Limited
Amendment No. 5 to Registration Statement on Form F-1
Filed May 10, 2024
File No. 333-275956
Dear Kevin Cox:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 26, 2024 letter.
Amendment No. 5 to Form F-1 filed May 10, 2024
General
1.We note your response to prior comment 1. First, please tell us when the shares previously
held by Majestic Dragon Investment Co., Limited were contributed to Bright Forever
Investments Limited and the consideration paid. Second, we note that at least one of the
selling shareholders obtained their shares from the company's controlling shareholder,
Moonglade Investment Limited, instead of directly from the company. Please tell us how
Majestic Dragon and Bright Forever, as applicable, came to learn of the controlling
shareholder's desire to transfer, sell, or dispose of the shares, and how Moonglade decided
when to make those sales.
FirstName LastNameKevin Cox
Comapany NameEnergys Group Limited
May 24, 2024 Page 2
FirstName LastName
Kevin Cox
Energys Group Limited
May 24, 2024
Page 2
Dividends and Dividend Policy, page 37
2.Please revise to include disclosure of the non-cumulative dividend right and whether the
company anticipates making such payments. We note that your statement that you do not
intend to pay dividends on page 37 only applies to ordinary shares.
Exhibits
3.We note your increased primary offering size. Please refile all exhibits revised due to the
increased offering size, including the underwriting agreement, legal opinion, and filing fee
table.
4.We note your disclosure on page 55 regarding a second credit facility with DBS Bank
(Hong Kong) Limited entered into in August 2023. Please provide the credit agreement as
an exhibit to your registration statement, or tell us why it is not a material agreement.
Alternate Pages for Resale Prospectus
The Selling Shareholders, page Alt-2
5.Please disclose the person(s) with dispositive voting control for the shares held by Bright
Forever Investments Limited and, as described in your response letter to prior comment 1,
when the transfer from Majestic Dragon Investment Co., Limited occurred.
Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Isabel Rivera at 202-551-3518 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Celia Velletri