CONNECTED TRANSACTION

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CONNECTED TRANSACTION On 16 June 2011, the Vendor (being an indirect subsidiary of the Company) has agreed and accepted the Offer from the Purchaser (being a connected person of the Company) as to acquisition of (a) the Sale Shares relating to Fancy Star, which is interested in the entire shareholding of Keen Impact that in turn owns and holds all equity interests of and in the Property and also (b) the Sale Loans (if any); or if applicable, the Property, at the purchase price of HK$560,000,000 upon and subject to the terms and conditions of the Offer. As at the date of this announcement, Mr. Y.C. Kwan, who is a director and an indirect substantial shareholder of the Vendor, owns 50% of the issued share capital of the Purchaser. Accordingly, the Purchaser is a connected person of the Company and the Disposal constitutes a connected transaction of the Company under Rule 14A.13(1) of the Listing Rules. As the Disposal is a connected transaction only because it involves Mr. Y.C. Kwan who is a connected person of the Company by virtue of his relationship with the Vendor, and as some of the applicable percentage ratios in respect of the Disposal calculated in accordance with the Listing Rules exceed 1% but all of them are less than 5%, the Disposal is exempted from the independent Shareholders approval requirement and is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules. THE DISPOSAL On 16 June 2011, the Vendor (being an indirect subsidiary of the Company) has agreed and accepted the Offer from the Purchaser (being a connected person of the Company) as to 1

2 acquisition of (a) the Sale Shares relating to Fancy Star, which is interested in the entire shareholding of Keen Impact that in turn owns and holds all equity interests of and in the Property and also (b) the Sale Loans (if any); or if applicable, the Property, at the purchase price of HK$560,000,000 upon and subject to the terms and conditions of the Offer. A. Information of the assets to be disposed of Fancy Star is principally engaged in the business of investment holding whereas Keen Impact is principally engaged in the business of property ownership in Macau. The following assets shall be disposed of, free from all claims, charges, liens, encumbrances, pre-emption rights, equities and other third party rights whatsoever, subject to the terms and conditions of the Offer: (i) (ii) all the Sale Shares, together with all rights and benefits attached to the Sale Shares; and the Sale Loans (if any) being all the loans and advances made and from time to time made to Fancy Star and Keen Impact until completion of the transactions contemplated under the Offer by the Vendor; or if applicable, all equity interests of and in the Property owned and held by Keen Impact comprising 132 residential units on 2/F-23/F and 132 parking spaces at Tower 6, Nova City, Macau (subject to and with the benefit of the existing tenancies). B. Consideration and payment arrangements The Purchase Price of HK$560,000,000 for the Disposal shall be payable by the Purchaser in the following manner: (i) HK$28,000,000 being initial deposit and part payment of the Purchase Price upon signing of the Offer by the Vendor; (ii) HK$84,000,000 being further deposit and part payment of the Purchase Price upon signing of the Acquisition Agreement (or if applicable and subject to the terms of the Offer, the provisional promissory agreement for the sale and purchase of the Property) by the Vendor and the Purchaser and subject to the terms of the Offer, upon the Purchaser s satisfaction of the Due Diligence, where the Purchaser has agreed and undertaken to complete the Due Diligence and enter into the Acquisition Agreement (or if applicable, the provisional promissory agreement for the sale and purchase of the Property) within 20 working days after the date of signing of the Offer; and (iii) HK$448,000,000 being balance payment of the Purchase Price upon completion of the transaction, which in any event shall not be later than 150 days after the date of signing of the Offer. 2

3 All the initial deposit and further deposit as referred to above shall be held by the Vendor s solicitors as stakeholders who shall not release the same or any part thereof to the Vendor or any person until the signing of the Acquisition Agreement (or if applicable, the provisional promissory agreement for the sale and purchase of the Property) by the Vendor and the Purchaser. Subject to such stakeholder arrangements (or as otherwise agreed between the parties) and at the request and direction of the Vendor, the Purchaser has agreed that all deposits and Purchase Price shall be paid to the bank account designated by the Vendor from time to time. The Purchase Price has been determined after arm s length negotiation between the Vendor and the Purchaser on normal commercial terms taking into account the net book value of the Property as at 31 December 2010 and its net realisable market value with reference to the purchase offers from other independent third parties. C. Due diligence by the Purchaser Pursuant to the Offer, the Purchaser shall be entitled to conduct Due Diligence on Fancy Star, Keen Impact and the Property. In the event that the Purchaser is not satisfied with the result of the Due Diligence on Fancy Star and/or Keen Impact, the Purchaser shall either purchase the Sale Shares and the Sale Loans (if any) or purchase the Property directly from Keen Impact at the same Purchase Price. Further, the Purchaser has acknowledged that the legal title of the Property is currently held by its developer. However, in the event that the Purchaser purchases the Property directly from Keen Impact, the Vendor, Fancy Star and Keen Impact shall use their respective best endeavour to procure the transfer of the legal title from the developer to the Purchaser and/or the nominee(s) of the Purchaser. D. Completion Completion of the Disposal shall take place within 150 days after the date of signing of the Offer. INFORMATION OF THE GROUP The principal activity of the Company is investment holding. The Company s subsidiaries are principally engaged in the business of cruise and cruise related operations and leisure, entertainment and hospitality activities. INFORMATION OF THE PURCHASER The principal business activities carried on by the Purchaser are investment holding. 3

4 FINANCIAL INFORMATION OF FANCY STAR Fancy Star recorded an unaudited consolidated net loss of approximately US$4.3 million (equivalent to approximately HK$33.54 million) for the year ended 31 December 2009 and an unaudited consolidated net profit of approximately US$3.4 million (equivalent to approximately HK$26.52 million) for the year ended 31 December 2010, where there were no taxation and extraordinary items for each of these financial years. REASONS FOR AND BENEFITS OF THE DISPOSAL The Property was acquired by Keen Impact in year 2008 at a total consideration of approximately HK$495 million. As at 31 December 2010, the net book value of the Property was approximately HK$456 million. For the year ended 31 December 2010, the Property had generated rental income in the aggregate amount of approximately HK$5.5 million. The Company is expected to recognise an unaudited gain on the Disposal of approximately HK$109 million, being the difference between the Purchase Price and net asset value of Fancy Star and Keen Impact. It is intended that the proceeds from the Disposal will be applied as general working capital of the Group and also for expansion of its cruise and leisure business. Following completion of the Disposal, each of Fancy Star and Keen Impact will cease to be a subsidiary of the Company (upon satisfaction of Due Diligence by the Purchaser on Fancy Star and Keen Impact) and the Company will cease to have any interest in the Property. In light of the expected gain to be realised by the Company as a result of the Disposal, the Board is of the view that the Disposal represents an opportunity for the Company to realise its investment in the Property at a reasonable return and to use the proceeds from the Disposal for development of its cruise and leisure business. In addition, the proceeds from the Disposal will enhance the financial position of the Group. Accordingly, the Board (including the Independent Non-executive Directors) considers that the Disposal, which has been negotiated on arm s length basis, is on normal commercial terms; and the terms and conditions thereof are fair and reasonable and in the interests of the Company and its shareholders as a whole. In this connection, none of the Directors has a material interest in the Disposal and thus the Directors are not required to be abstained from voting on the relevant Board resolutions in respect of the Disposal. LISTING RULES IMPLICATIONS As at the date of this announcement, Mr. Y.C. Kwan, who is a director and an indirect substantial shareholder of the Vendor (being an indirect subsidiary of the Company), owns 50% of the issued share capital of the Purchaser. Accordingly, the Purchaser is a connected person of the Company and the Disposal constitutes a connected transaction of the Company under Rule 14A.13(1) of the Listing Rules. As the Disposal is a connected transaction only because it involves Mr. Y.C. Kwan who is a connected person of the Company by virtue of his relationship with the Vendor, and as some of 4

5 the applicable percentage ratios in respect of the Disposal calculated in accordance with the Listing Rules exceed 1% but all of them are less than 5%, the Disposal is exempted from the independent Shareholders approval requirement and is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules. DEFINITIONS In this announcement, the following terms shall have the meanings respectively set opposite to them unless the context requires otherwise: Acquisition Agreement Board BVI Company connected person Directors Disposal Due Diligence Fancy Star Group HK$ Hong Kong the agreement for acquisition of the Sale Shares and Sale Loans (if any) to be entered into between the Vendor and the Purchaser following the signing of the Offer the board of Directors the British Virgin Islands Genting Hong Kong Limited, an exempted company continued into Bermuda with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange and traded on the GlobalQuote of the Singapore Exchange Securities Trading Limited has the meaning ascribed to it under the Listing Rules the directors of the Company the disposal of the Sale Shares and the Sale Loans (if any), or if applicable, the Property, to the Purchaser at the Purchase Price upon and subject to the terms and conditions of the Offer the legal and financial due diligence conducted by the Purchaser on Fancy Star, Keen Impact and the Property Fancy Star Holdings Limited, a company incorporated in the BVI and a direct wholly-owned subsidiary of the Vendor, of which both Mr. Y.C. Kwan and Mr. Y.M. Kwan are the directors the Company and its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC 5

6 Keen Impact Keen Impact International Limited, a company incorporated in the BVI and a wholly-owned subsidiary of Fancy Star, of which both Mr. Y.C. Kwan and Mr. Y.M. Kwan are the directors Listing Rules Macau Mr. Y.C. Kwan Mr. Y.M. Kwan Offer PRC Property Purchase Price Purchaser Sale Loans Sale Shares Share(s) Shareholder(s) the Rules Governing the Listing of Securities on the Stock Exchange the Macau Special Administrative Region of the PRC Mr. Kwan Yan Chi, brother of Mr. Y.M. Kwan Mr. Kwan Yan Ming, brother of Mr. Y.C. Kwan the offer provided in the letter issued by the Purchaser on 15 June 2011 to acquire the Sale Shares and the Sale Loans (if any), or if applicable, the Property, upon and subject to the terms and conditions set out therein the People s Republic of China the property comprising 132 residential units on 2/F-23/F and 132 parking spaces at Tower 6, Nova City, Macau the purchase price in the amount of HK$560,000,000 for the transactions contemplated under the Offer Starmax Management Limited, a company incorporated in the BVI, which is owned as to 50% by Mr. Y.C. Kwan, and the remaining 50% by a third party independent of the Company and any connected persons of the Company all the loans and advances (if any) made and from time to time made to Fancy Star and Keen Impact until completion of the transactions contemplated under the Offer by the Vendor the entire issued shares in the capital of Fancy Star held by the Vendor ordinary share(s) with par value of US$0.10 each in the share capital of the Company holder(s) of the Shares 6

7 Silverland Concept Stock Exchange subsidiaries US$ Silverland Concept Corporation, a company incorporated in the BVI, which is wholly owned by Mr. Y.M. Kwan The Stock Exchange of Hong Kong Limited has the meaning ascribed to it under the Listing Rules United States dollars, the lawful currency of the United States of America Vendor Macau Land Investment Corporation, a company incorporated in the BVI, which is owned as to 75% by a wholly-owned subsidiary of the Company, 15% by World Arena and 10% by Silverland Concept, respectively, and where both Mr. Y.C. Kwan and Mr. Y.M. Kwan are its directors World Arena World Arena Corporation, a company incorporated in the BVI, which is wholly owned by Mr. Y.C. Kwan % per cent Note: For the purpose of this announcement, unless otherwise indicated, the exchange rate at US$1.00 = HK$7.8 has been used, where applicable, for purpose of illustration only. No representation is made that the amounts stated in this announcement have been or could have been or could be converted at the above rate. By Order of the Board Louisa Tam Suet Lin Company Secretary Hong Kong, 16 June 2011 As at the date of this announcement, the Board comprises one Executive Director, namely Tan Sri Lim Kok Thay (whose alternate is Mr. William Ng Ko Seng), four Independent Nonexecutive Directors, namely Mr. Alan Howard Smith, Mr. Tan Boon Seng, Mr. Lim Lay Leng and Mr. Heah Sieu Lay, and one Non-executive Director, namely Mr. Au Fook Yew. 7