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.
(Incorporated in Bermuda with limited liability)
(Stock Code: 190) (website: www.hkcholdings.com)
DISCLOSEABLE TRANSACTION
DISPOSAL OF THE GROUP'S ENTIRE INTEREST IN HONG KONG CONSTRUCTION KAM LUNG LIMITED
On 5 September 2011, the Vendor, a wholly-owned subsidiary of the Company, entered into the Agreement with, among others, the Purchaser for the sale of the Vendor's entire equity interest in, and shareholder's loan extended to, HKCKL at a consideration of HK$578 million. Completion took place on the date of the Agreement. The principal asset of HKCKL is its 76.6% interest in the PRC Company which owns the Hotel.
As some of the applicable percentage ratios in respect of the Disposal calculated under Chapter 14 of the Listing Rules exceed 5% (but less than 25%) and all of the other applicable percentage ratios are below 5%, the Disposal constitutes a discloseable transaction for the Company under the Listing Rules and is subject to the notification and
announcement requirements under the Listing Rules.
A. THE SALE AND PURCHASE AGREEMENT DATED 5 SEPTEMBER 2011
Parties:
(a) Hong Kong Construction (Hong Kong) Limited, a wholly-owned subsidiary of the Company, as the Vendor;
(b) the Company as a covenantor;
(c) Kam Lung Investments Limited as the Purchaser; and
(d) HKCKL as the target company.
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The Purchaser is an existing shareholder of HKCKL and holds 55% interest in HKCKL prior to Completion. Save as aforesaid, to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiry, the Purchaser and its ultimate beneficial owner(s) are third parties independent of the Company and connected persons of the Company, and the principal business activity of the Purchaser is investment holding.
Assets involved:
The Vendor agreed to sell and transfer to the Purchaser 45% of the entire issued share capital of HKCKL (representing the Group's entire interest in HKCKL) and all shareholder's loan owing by HKCKL to the Vendor. HKCKL's sole principal asset is its 76.6% interest in the PRC Company which owns the Hotel.
Based on the audited consolidated financial statements of HKCKL for the year ended
31 December 2010 prepared under the HK GAAP, the net asset value of HKCKL Group as at 31 December 2010 was approximately HK$615.8 million. The audited consolidated profits/(losses) of HKCKL Group for the year ended 31 December 2009 were approximately HK$3.6 million (before taxation and extraordinary items) and HK$(2.8 million) (after taxation and extraordinary items). The audited consolidated profits of HKCKL Group for the year ended 31 December 2010 were approximately HK$91.6 million (before taxation and extraordinary items) and HK$53.4 million (after taxation and extraordinary items).
After Completion, the Group no longer has any interest in HKCKL and the PRC Company.
Consideration:
The consideration payable for the sale and purchase of the Sale Shares and the Sale Loan is HK$578 million. It has been fully paid by the Purchaser to the Vendor in cash upon Completion.
The aforesaid consideration was determined after arm's length negotiations between the Vendor and the Purchaser with reference mainly to the amount invested by the Group in HKCKL, which is largely represented by the Sale Loan.
Completion:
Completion took place on the date of the Agreement.
Undertakings by the Company:
The Company has undertaken to indemnify the Purchaser for loss in respect of any breach of warranties given by the Vendor under the Agreement and in respect of any PRC taxation imposed on the Vendor which may be suffered by the Purchaser, HKCKL and/or the PRC Company in the PRC in relation to the transfer of the Sale Shares.
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B. REASONS FOR, AND BENEFITS OF, THE DISPOSAL
The Group is principally engaged in the business of property investment and development, infrastructure, construction and engineering and alternative energy investment.
The Directors consider the Disposal to be in the interest of the Company and the Shareholders as a whole as it enables the Company to realise its investment in HKCKL at a profit. The HKCKL Group has not contributed any profits or cash flow to the Group in the past. By realising its investment in HKCKL, the Group may reallocate its available resources to those projects which may offer higher returns to the Group. It is expected that the Disposal would strengthen the Group's cash reserves and liquidity and thus enable the Group to seek more profitable investments in the Group's core areas of interest in the future should opportunity arise. In addition, the Disposal is in line with the Group's business strategy to dispose of certain non-core business assets and focus on its principal businesses.
Under the HK GAAP, the gain expected to accrue to the Group from the Disposal would be approximately HK$82 million subject to auditing of the financial statements of the Group for the financial year ending 31 December 2011. The estimated gain represents, among other things, the difference between the consideration received for the sale of the Sale Shares and the Sale Loan and the Group's book value of its investment in HKCKL as at 30 June 2011 and the relevant taxes and fees expected to be payable by the Vendor. The Group intends to use the net proceeds, estimated to be approximately HK$560 million, from the Disposal for general working capital of the Group.
Taken into account the above factors, the Directors consider that the terms of the Disposal are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
C. GENERAL
As some of the applicable percentage ratios in respect of the Disposal calculated under Chapter 14 of the Listing Rules exceed 5% (but less than 25%) and all of the other applicable percentage ratios are below 5%, the Disposal constitutes a discloseable transaction for the Company under the Listing Rules. It is subject to the notification and announcement requirements under the Listing Rules.
D. DEFINITIONS
The following expressions in this announcement have the meanings set out below unless the context requires otherwise:
"Agreement" the agreement in relation to the sale and purchase of the Sale Shares and the Sale Loan dated 5 September 2011 amongst the Vendor, the Company, the Purchaser and HKCKL
"Board" the board of Directors
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"Company" HKC (Holdings) Limited, a Bermuda company whose shares are listed on the main board of the Stock Exchange
"Completion" completion of the Disposal pursuant to the Agreement "connected person(s)" has the meaning ascribed to such term in the Listing Rules "Director(s)" the director(s) of the Company
"Disposal" the disposal of the Sale Shares and the Sale Loan by the
Vendor pursuant to the Agreement
"Group" the Company and its subsidiaries
"HK GAAP" generally accepted accounting principles in Hong Kong "HK$" Hong Kong dollar, the lawful currency of Hong Kong "HKCKL" Hong Kong Construction Kam Lung Limited, a limited
liability company incorporated in Hong Kong and owned
as to 45% by the Vendor and 55% by the Purchaser prior to
Completion
Source:4-traders