International Entertainment Corporation 國際娛樂有限公司
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in International Entertainment Corporation (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was affected for transmission to the purchaser(s) or the transferee(s). Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. INTERNATIONAL ENTERTAINMENT CORPORATION 國 際 娛 樂 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (STOCK CODE: 01009) VERY SUBSTANTIAL ACQUISITION IN RESPECT OF THE PROPOSED ACQUISITION OF (i) THE ENTIRE ISSUED SHARE CAPITAL OF WIGAN ATHLETIC HOLDINGS LIMITED; AND PART OF THE ISSUED SHARE CAPITAL OF WIGAN ATHLETIC A.F.C. LIMITED; AND (ii) THE PROPERTIES AND NOTICE OF EXTRAORDINARY GENERAL MEETING Financial adviser to the Company A notice convening the EGM (as defined herein) of the Company to be held at Song, Yuan & Ming Rooms, The Dynasty Club, 7th Floor, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on Friday, 2 November 2018 at 11:30 a.m. is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you propose to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending in person and voting at the EGM or any adjourned meeting (as the case may be) should you so wish. In such event, the form of proxy previously submitted shall be deemed to be revoked. 9 October 2018 TABLE OF CONTENTS Page DEFINITIONS .................................................................. 1 LETTER FROM THE BOARD .................................................. 10 APPENDIX I — FINANCIAL INFORMATION OF THE GROUP ............. I-1 APPENDIX II — UNAUDITED PROFIT AND LOSS STATEMENTS OF PROPERTY B & PROPERTY C ....................... II-1 APPENDIX III — FINANCIAL INFORMATION OF THE TARGET GROUP & MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP ................................ III-1 APPENDIX IV — VALUATION REPORT ...................................... IV-1 APPENDIX V — UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP ............................ V-1 APPENDIX VI — GENERAL INFORMATION OF THE GROUP ............... VI-1 NOTICE OF EGM .............................................................. EGM-1 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the meanings as set out below: ‘‘Acquisition’’ the proposed acquisition of the Sale Shares and the Properties pursuant to the Share Purchase Agreement and the Property Agreements ‘‘Announcement’’ the announcement of the Company dated 21 May 2018 in relation to the Acquisition ‘‘associates’’ has the meaning ascribed to it under the Listing Rules ‘‘Bank Deed of Release’’ the deed of release to be entered into between the relevant members of the Target Group, Barclays Bank Plc and David Whelan to effect the release of the personal guarantees granted by David Whelan in favour of Barclays Bank Plc guaranteeing the obligations of WAFCL and the security granted by the Target Group in favour of Barclays Bank Plc ‘‘Bank Payoff Letter’’ the payoff letter in the agreed form to be entered into between Barclays Bank Plc and WAFCL to confirm the understanding of the parties regarding the repayment of the Bank Repayment Amount and the entry into of the Bank Deed of Release ‘‘Bank Repayment Amount’’ the amount owing by the Target Group to Barclays Bank Plc as at close of business on the day prior to Completion (other than any amounts owing on the credit cards of the Target Group incurred in the ordinary course of business) ‘‘Board’’ the board of Directors ‘‘Business Day(s)’’ a day (excluding Saturday, Sunday and public holiday) on which licensed banks in Hong Kong are generally open for business ‘‘Buyer’’ Hamsard 3467 Limited, an investment holding company incorporated in England and Wales. It is an indirect subsidiary of the Company, which is wholly owned by Newworth Ventures Limited, a wholly owned direct subsidiary of the Company – 1 – DEFINITIONS ‘‘Capitalisation Documents’’ the (a) board minutes; (b) written resolutions; (c) deed of capitalisation; and (d) deed of novation to be entered into by, inter alia, certain of the Sellers and/or Huron with the Target Company to effect the capitalisation of certain loans made by, inter alia, the Sellers and/or Huron to the Target Company and to novate such part of the Whelan Family Loans from WAFCL or Stadco to the Target Company in exchange for WAFCL or Stadco assuming an equivalent indebtedness to the Target Company ‘‘Capitalisation Shares’’ the Individual Capitalisation Shares, the Trustee Capitalisation Shares and the Huron Capitalisation Shares ‘‘Company’’ International Entertainment Corporation, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 01009) ‘‘Completion’’ the completion of the Acquisition ‘‘connected person’’ has the meaning ascribed to it under the Listing Rules ‘‘Controlling Shareholder’’ has the meaning ascribed to it under the Listing Rules ‘‘Current Stadium Lease’’ the lease of land and buildings lying to the north of Robin Park Road, Wigan dated 4 August 1999 entered into between Wigan Council and Stadco ‘‘Deed of Severance’’ the deed of severance of the Current Stadium Lease relating to the assignment of Stadco’s interest in the Non-Stadium Land to Huron to be entered into between Stadco, Wigan Council and Huron in a form proposed by Huron (acting reasonably and in accordance with the Stadium Lease Heads of Terms) with such amendments as are agreed between the Buyer, the Sellers, Wigan Council and Huron (each acting reasonably) prior to Completion ‘‘Deposit’’ the sum of £1,590,000 (equivalent to approximately HK$16,949,400) deposited by the Buyer with an escrow agent in accordance with the Share Purchase Agreement ‘‘Directors’’ directors of the Company ‘‘EFL’’ English Football League – 2 – DEFINITIONS ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and approve, among other things, the Share Purchase Agreement, the Property Agreements and the transactions contemplated thereunder ‘‘Enlarged Group’’ the Group as enlarged by the Target Group immediately upon Completion ‘‘Equity Sum’’ the consideration for purchase of the Sale Shares, being the greater of (a) £1.00 (equivalent to approximately HK$10.66); and (b) £15,900,000 (equivalent to approximately HK$169,494,000) minus the aggregate of (i) the Properties Consideration; (ii) the Bank Repayment Amount; and (iii) the Whelan Family Loan Amount ‘‘EUR’’ or ‘‘€’’ Euro, the lawful currency of the European Union ‘‘GBP’’ or ‘‘£’’ British Pound, the lawful currency of the UK ‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Huron’’ Huron Property Investments Limited, a company incorporated in England and Wales and beneficially wholly owned by Jayne Best ‘‘Huron Capitalisation Shares’’ the ordinary shares of £0.01 each in the Target Company to be issued to Huron pursuant to the Capitalisation Documents ‘‘Independent Third Party(ies)’’ any person(s) or company(ies) and their respective ultimate beneficial owner(s) who are third parties independent of the Group and its connected persons in accordance with the Listing Rules ‘‘Independent Valuer’’ Jones Lang LaSalle Corporate Appraisal and Advisory Limited, an independent valuer appointed by the Buyer to conduct the valuation on the Properties ‘‘Individual Capitalisation the ordinary shares of £0.01 each in the Target Company to Shares’’ be issued to any of the Sellers (other than the Trustees) pursuant to the Capitalisation Documents – 3 – DEFINITIONS ‘‘Individual Shares’’ the 37,902,253 ordinary shares of £0.01 each and 21,185,938 preference shares of £1.00 each in the Target Company, in aggregate, held by David Whelan, Patricia Whelan and Jayne Best, and which together with the Target Trust Shares, represents the entire issued share capital of the Target Company as at the Latest Practicable Date, and the Individual Capitalisation Shares (if any) ‘‘Latest Practicable Date’’ 2 October 2018, being the latest practicable date prior to the printing of