(Incorporated in Bermuda with limited liability) (Stock Code: 163)

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. INTRODUCTION (Incorporated in Bermuda with limited liability) (Stock Code: 163) (1) DISCLOSEABLE AND CONNECTED TRANSACTION DISPOSAL OF ENTIRE EQUITY INTEREST IN PRESTIGE GOLD INVESTMENT LIMITED AND (2) TERMINATION OF ACCOMMODATION CONTRACT The Board announces that on 29 March 2018, the Vendor entered into the Sale and Purchase Agreement with the Purchaser, in relation to the sale and purchase of (a) the entire equity interest of Prestige Gold and (b) the Sale Loan. Upon Completion, the Accommodation Contract will be terminated. IMPLICATIONS UNDER THE LISTING RULES Under Chapter 14A of the Listing Rules, the Purchaser is a connected person of the Company and accordingly, the Sale and Purchase Agreement constitutes a connected transaction for the Company. As the applicable percentage ratios in respect of the Disposal are greater than 5% but less than 25% and the total consideration exceeds HK$10.0 million, the Disposal constitutes a discloseable and connected transaction for the Company under Chapter 14 and Chapter 14A of the Listing Rules and is subject to reporting, announcement and the Independent Shareholders approval requirements under the Listing Rules. The termination of Accommodation Contract is subject to the announcement requirement under Rule 14A.35 of the Listing Rules for the Company. An Independent Board Committee comprising all independent non-executive Directors has been established to advise the Independent Shareholders in respect of the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder and an independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in the same regard. GENERAL A circular containing, amongst other things, (i) further information on the Disposal; (ii) a letter from the Independent Board Committee in respect of the Disposal; (iii) a letter from the independent financial adviser to the Independent Board Committee and the Independent Shareholders regarding the Disposal; (iv) the valuation report of the Property; and (v) a notice convening the SGM will be despatched to the Shareholders on or before 25 April * for identification purposes only 1

2 INTRODUCTION The Board announces that on 29 March 2018, the Vendor entered into the Sale and Purchase Agreement with the Purchaser, pursuant to which, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire (a) the entire equity interest of Prestige Gold and (b) the Sale Loan. THE SALE AND PURCHASE AGREEMENT DATED 29 MARCH 2018 Vendor: Purchaser: Emperor Corporate, an indirect wholly-owned subsidary of the Company Future Blossom, which is a company incorporated in BVI with limited liability, an indirect wholly-owned subsidary of the AY Trust Assets to be disposed of Pursuant to the Sale and Purchase Agreement, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase (a) the entire equity interest (represented by 100 ordinary shares) of Prestige Gold and (b) the Sale Loan due and payable by Prestige Gold to the Vendor. Consideration and payment terms The consideration for the Disposal payable by the Purchaser to the Vendor is HK$828,000,000 and shall be payable in the following manner: deposit in the sum of HK$82,800,000 shall be paid by the Purchaser to the Vendor upon signing of the Sale and Purchase Agreement; the remaining balance of HK$745,200,000 shall be paid by the Purchaser to the Vendor upon Completion. The consideration shall be settled by the Purchaser by cash transfer into the bank account of the Vendor or in such other manner as the Vendor and the Purchaser may otherwise agree. The consideration is subject to the following adjustments by reference to the Completion Accounts: (a) reduced by the amount of any and all liabilities, including accrued expenses and deferred tax but excluding the Sale Loan, of the Disposal Company as shown in the Completion Accounts; and (b) increased by the aggregate amount (if any) of the following assets (which for the avoidance of doubt excludes the Property, fittings and equipment) of the Disposal Company shown in the Completion Accounts: (i) prepaid management fees, rates, government rent (if any), insurance premium and other outgoings in respect of the Property covering the period from but excluding the Completion Date; 2

3 (ii) (iii) refundable and subsisting management fee deposits and utility deposits placed with relevant authorities or suppliers for the supply of any utilities or services to the Property; and other receivables of the Disposal Company as at the Completion Date. The consideration was arrived at after arm s length negotiations between the Company and the Purchaser on normal commercial terms with reference to (i) the value of the Property of HK$810.0 million as at 29 March 2018 as indicated by an independent professional valuer; (ii) the book value of the Property of approximately HK$690.0 million as at 28 February 2018; (iii) the amount of the loan due from Prestige Gold to the Vendor of approximately HK$188.8 million as at 28 February 2018, and (iv) the unaudited net asset value of Prestige Gold as at 28 February 2018 of approximately HK$623.6 million if the book value of the Property is adjusted from HK$690.0 million to HK$810.0 million. Conditions Precedent Completion shall be conditional upon the following Conditions Precedent: (a) the Purchaser having completed its due diligence investigation on the business, financial, legal and all aspects of the Disposal Company (other than with respect to the title of the Property) and reasonably satisfied with the results thereof; (b) the Vendor having proved good title to the Property in accordance with Section 13 of the Conveyancing and Property Ordinance (Cap.219 of the Laws of Hong Kong) and delivered to the Purchaser title deeds and document in accordance with Section 13A of the Conveyancing and Property Ordinance (Cap.219 of the Laws of Hong Kong); and (c) upon the approval by the Independent Shareholders of the transactions contemplated under the Sale and Purchase Agreement at the SGM. Completion In the event that any of the conditions shall not have been fulfilled prior to 31 July 2018 (or such other date as the parties may agree), then the parties to the Sale and Purchase Agreement shall not be bound to proceed with the Sale and Purchase Agreement and it shall cease to be of any effect (save in respect of claims arising out of any antecedent breach). Subject to the fulfillment of all the above Conditions Precedent (or waived by the Purchaser, except condition (c) above), Completion shall take place within five Business Days after the last outstanding Condition Precedent above shall have been fulfilled. Immediately after Completion, the Disposal Company will cease to be a subsidiary of the Company and the Company will cease to have any equity interest in the Disposal Company. INFORMATION OF THE DISPOSAL COMPANY AND THE PROPERTY Financial information of the Disposal Company Prestige Gold is a direct wholly-owned subsidiary of the Vendor as at the date of this announcement. Prestige Gold is an investment holding company solely for the purpose of holding the interests in the Property. 3

4 Below is the audited net profit (before and after taxation) of the Prestige Gold for the years ended 31 March 2016 and 2017: For the year ended 31 March 2017 HK$ (audited) For the year ended 31 March 2016 HK$ (audited) Profit /(loss) before taxation 251,961,020 (27,530,238) Profit /(loss) after taxation 251,657,451 (27,917,747) Prestige Gold received HK$8.4 million rental from fellow subsidiaries of the Company for each of the years ended 31 March 2016 and 2017 for providing accommodation to Dr. Yeung and his associates (including Ms. Luk Siu Man, Semon) for his service as consultant of the Group. The profit and loss is mainly affected by the fair value change in the Property. The unaudited net asset value of Prestige Gold as at 28 February 2018 is approximately HK$ million with the book value of the Property being HK$690.0 million. Information of the Property A land located at Repulse Bay, Hong Kong and registered in the Land Registry as Rural Building Lot no. 889 together with messuages erections and building thereon known as No.2 Belleview Drive, Hong Kong with a total saleable floor area of approximately 6,716 sq.ft. The Property is wholly owned by the Group as self-use property since year Under the Accommodation Contract, the Property is used as accommodation of Dr. Yeung and his associates for his provision of consultancy services to the Group. FINANCIAL EFFECT OF DISPOSAL AND USE OF PROCEEDS Upon Completion, the Company will not hold any equity interest in the Disposal Company and the Disposal Company will cease to be a subsidiary of the Company. It is estimated that an unaudited gain of approximately HK$790.0 million will arise from the Disposal. Such estimated unaudited gain is calculated with reference to (i) the consideration for the Disposal; (ii) the unaudited net asset value of the Disposal Company as at 28 February 2018 in the amount of approximately HK$40.0 million including the carrying amount of the Property, fittings and equipment of approximately HK$37.7 million recorded in the consolidated accounts; and (iii) all relevant expenses incidental to the Disposal. The aforesaid estimation is for illustrative purpose only and does not purport to represent how the financial position of the Group will be after Completion, which is subject to review and confirmation by the Company s auditors. Part of the sale proceeds from the Disposal will be used to repay all outstanding bank loan of the Property as at Completion and the remaining balance will be applied as general working capital and for future business development of the Group. 4

5 TERMINATION OF THE ACCOMMODATION CONTRACT Pursuant to the Accommodation Contract, the Group provides Dr. Yeung and his associates the exclusive right to use and occupy the Property from 1 April 2017 to 31 March 2020 as rent-free quarter for his service as consultant of the Group. Subject to Completion, the Accommodation Contract will be terminated and cease to be of effect from the date of Completion. REASONS AND BENEFITS FOR THE TERMINATION OF THE ACCOMODATION CONTRACT AND THE DISPOSAL The Company is an investment holding company and its subsidiaries are principally engaged in property investments, property development and hospitality in the Greater China and overseas. The Directors considered that the Disposal represents a good opportunity for the Company to realize its investment in the Property for a reasonable return. The net proceeds of approximately HK$827.0 million from the Disposal will improve the financial position of the Group. The Directors also considered that the transaction under the Sale and Purchase Agreement and the termination of the Accommodation Contract are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole (save and except that the views of the independent non-executive Directors with regard to the Sale and Purchase Agreement shall be set out in the circular). IMPLICATIONS UNDER THE LISTING RULES The Vendor is an indirect wholly-owned subsidiary of the Company. The Company and the Purchaser are both indirectly controlled by the AY Trust. As such, under Chapter 14A of the Listing Rules, the Purchaser is a connected person of the Company. As the applicable percentage ratios in respect of the Disposal are greater than 5% but less than 25% and the consideration exceeds HK$10.0 million, the Disposal constitutes a discloseable and connected transaction for the Company under Chapter 14 and Chapter 14A of the Listing Rules and is subject to reporting, announcement and the Independent Shareholders approval requirements under the Listing Rules. The termination of Accommodation Contract is subject to the announcement requirement under Rule 14A.35 of the Listing Rules for the Company. Ms. Luk Siu Man, Semon, the Chairperson of the Company, did abstain from voting on the relevant board resolution of the Company in view of her deemed interest in the transaction by virtue of being an associate of the eligible beneficiaries of the AY Trust. An Independent Board Committee comprising all independent non-executive Directors has been established to advise the Independent Shareholders in respect of the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder and an independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in the same regard. GENERAL A circular containing, amongst other things, (i) further information on the Disposal; (ii) a letter from the Independent Board Committee in respect of the Disposal; (iii) a letter from the independent financial adviser to the Independent Board Committee and the Independent Shareholders regarding the Disposal; (iv) the valuation report of the Property; and (v) a notice convening the SGM will be despatched to the Shareholders on or before 25 April

6 TERMS USED IN THIS ANNOUNCEMENT Accommodation Contract associates AY Holdings AY Trust Board Business Day(s) BVI Completion Completion Accounts Completion Date Company Director(s) Disposal Dr. Yeung Emperor Corporate or Vendor the agreement dated 30 March 2017 entered into between Dr. Yeung and EIML in relation to the exclusive right to use and occupy the Property by Dr. Yeung and his associates has the meaning ascribed to it in the Listing Rules Albert Yeung Holdings Limited, being the ultimate controlling shareholder of the Company The Albert Yeung Discretionary Trust, a discretionary trust set up by Dr. Yeung the board of directors a day other than a Saturday, Sunday or public holiday (or a day on which a tropical cyclone No.8 or above or a "black" rainstorm warning is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. on weekdays) on which banks are open in Hong Kong to the general public for business the British Virgin Islands completion of the Disposal pursuant to the Sale and Purchase Agreement the accounts of the Company comprising an income statement for the period from 1 April 2017 to the Completion Date and a balance sheet as at the Completion Date within 5 Business Days following satisfaction (or waived by the Purchaser as appropriate) of all the conditions precedent to Completion pursuant to the Sale and Purchase Agreement Emperor International Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of Stock Exchange director(s) of the Company the disposal of the entire equity interests of Prestige Gold and the Sale Loan by the Vendor to the Purchaser under the Sale and Purchase Agreement Dr. Yeung Sau Shing, Albert Emperor Corporate Management Limited, a company incorporated in BVI with limited liability and indirectly wholly-owned by the Company 6

7 EIML Future Blossom or Purchaser Group HK$ Hong Kong Independent Board Committee Independent Shareholders Listing Rules Prestige Gold or Disposal Company Property Purchaser Sale Loan Sale and Purchase Agreement Emperor Investment (Management) Limited, a company incorporated in Hong Kong with limited liability and indirectly wholly-owned by the Company Future Blossom Limited, a company incorporated in BVI with limited liability and an indirect wholly-owned subsidiary of the AY Trust the Company and its subsidiaries Hong Kong dollars the Hong Kong Special Administrative Region of the People s Republic of China the independent board committee of the Company comprising all the independent non-executive Directors, established to advise the Independent Shareholders in respect of the Disposal Shareholders other than AY Holdings and its associates who has material interest in the Disposal The Rules Governing the Listing of Securities on the Stock Exchange Prestige Gold Investment Limited, a company incorporated in Hong Kong with limited liability and indirectly wholly-owned by the Company All that piece or parcel of ground situated lying and being at Repulse Bay, Hong Kong and registered in the Land Registry as Rural Building Lot no. 889 together with messuages erections and building thereon known as No.2 Belleview Drive, Hong Kong with a total saleable floor area of approximately 6,716 sq.ft. Future Blossom Limited, which is a company incorporated in BVI with limited liability whose principal business is investment holding the entire amount of the loan due and payable by Prestige Gold to the Vendor as at Completion the sale and purchase agreement dated 29 March 2018 entered into between the Vendor and Purchaser in relation to the Disposal 7

8 SGM Share(s) Shareholders Stock Exchange sq. ft. special general meeting of the Company to be convened for approving the Sale and Purchase Agreement and the transactions contemplated thereunder ordinary share(s) of HK$0.01 each in the share capital of the Company holder(s) of the Shares The Stock Exchange of Hong Kong Limited square feet % per cent By order of the board Emperor International Holdings Limited Luk Siu Man Semon Chairperson Hong Kong, 29 March 2018 As at the date hereof, the Board comprises: Non-executive Director: Executive Directors: Ms. Luk Siu Man, Semon Mr. Wong Chi Fai Ms. Fan Man Seung, Vanessa Mr. Cheung Ping Keung Independent Non-executive Directors: Ms. Cheng Ka Yu Mr. Wong Tak Ming, Gary Mr. Chan Hon Piu 8