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International Entertainment Corporation 國際娛樂有限公司

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International Entertainment Corporation 國際娛樂有限公司 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. 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 Financial adviser to the Company THE ACQUISITION The Company is pleased to announce that on 21 May 2018 (after trading hours), the Buyer (as the purchaser), the Sellers and Huron (collectively, as the Vendors) and the Company (as the guarantor) entered into the Share Purchase Agreement, pursuant to which the Buyer has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the Sale Shares, representing the entire issued share capital (including both ordinary shares and preference shares) of the Target Company and the shareholding of the Trustees of the Whelan Family Bare Trust in WAFCL. On 21 May 2018, the Buyer and the Company also entered into the Property Agreement A, the Property Agreement B and the Property Agreement C with the Property Seller A, the Property Seller B and the Property Seller C respectively for the acquisition of the Property A, the Property B and the Property C by the Buyer for the Properties Consideration. – 1 – The capital commitment for the Acquisition is the aggregate of: (a) £15,900,000 (equivalent to approximately HK$169,494,000); and (b) the Working Capital Loans (in any event not exceeding £6,475,000 on the basis that the Long Stop Date was extended to 31 January 2019) (equivalent to approximately HK$69,023,500), which shall be settled by cash. LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios set out in the Listing Rules in respect of the Acquisition under the Share Purchase Agreement exceed(s) 100%, the entering into of the Share Purchase Agreement and the Property Agreements in aggregate constitutes a very substantial acquisition of the Company under Chapter 14 of the Listing Rules. As such, the Share Purchase Agreement, the Property Agreements and the Acquisition contemplated thereunder are subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 14 of the Listing Rules. GENERAL An EGM will be held in due course for the purposes of considering and, if thought fit, approving the Share Purchase Agreement, the Property Agreements and the transactions contemplated thereunder (including the Acquisition) by way of poll. A circular containing, among other things, (a) further details of the Acquisition; (b) the financial information of the Group; (c) the financial information of the Target Group; (d) the unaudited pro forma financial information of the Enlarged Group, as a result of Acquisition; (e) the valuation report of the Properties; (f) a notice convening the EGM; and (g) other information as required under the Listing Rules, will be despatched to the Shareholders on or before 12 June 2018 in order to allow sufficient time for the preparation of the necessary information for inclusion in the circular. Reference is made to the announcement of the Company dated 5 February 2018 recording that the Company entered into a term sheet with the Sellers pursuant to which the Company is willing, in principle but subject to contract, to acquire (i) the entire issued share capital of the Target Company, which is the majority shareholder of WAFCL and Stadco; and (ii) the direct shareholding of the Trustees of the Whelan Family Bare Trust in WAFCL. – 2 – THE ACQUISITION The Company is pleased to announce that on 21 May 2018 (after trading hours), the Buyer (as the purchaser), the Sellers and Huron (collectively, as the Vendors) and the Company (as the guarantor) entered into the Share Purchase Agreement, pursuant to which the Buyer has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the Sale Shares, representing the entire issued share capital (including both ordinary shares and preference shares) of the Target Company and the shareholding of the Trustees of the Whelan Family Bare Trust in WAFCL. On 21 May 2018 (after trading hours), the Buyer and the Company also entered into the Property Agreement A, the Property Agreement B and the Property Agreement C with the Property Seller A, the Property Seller B and the Property Seller C respectively for the acquisition of the Property A, the Property B and the Property C by the Buyer at the Properties Consideration. The capital commitment for the Acquisition is the aggregate of: (a) £15,900,000 (equivalent to approximately HK$169,494,000); and (b) the Working Capital Loans (in any event not exceeding £6,475,000 (equivalent to approximately HK$69,023,500) on the basis that the Long Stop Date was extended to 31 January 2019). In the event that the Long Stop Date was not extended and remained as 15 November 2018, the maximum amount of the Working Capital Loans would be £4,725,000 (equivalent to approximately HK$50,368,500), which shall be settled by cash. THE SHARE PURCHASE AGREEMENT Date :21May2018 Parties : (i) TheBuyer,asthepurchaser (ii) The Sellers (iii) Huron (and together with the Sellers, the Vendors) (iv) The Company, as the guarantor To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendors are Independent Third Parties and save for the Acquisition, there is no relationship or business arrangement between the Vendors and the Company and its connected persons. – 3 – Assets to be acquired Pursuant to the Share Purchase Agreement and subject to the conditions, the Buyer has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the Sale Shares, representing the entire issued share capital (including both ordinary shares and preference shares) of the Target Company and approximately 16.67% of the entire issued preferred shares of WAFCL. Capital commitment for the Acquisition The capital commitment for the Acquisition is an aggregate of: (i) the Equity Sum; (ii) the Bank Repayment Amount; (iii) the WFL Repayment Amount; (iv) the Properties Consideration; and (v) the Working Capital Loans. The aggregate sum of (i), (ii), (iii) and (iv) above shall not exceed £15,900,000 (equivalent to approximately HK$169,494,000). In the event that the aggregate amount does exceed £15,900,000 (equivalent to approximately HK$169,494,000) for any reason, then the Sellers shall procure that a corresponding amount of the Whelan Family Loans shall be waived or capitalised into Capitalisation Shares to ensure that only the sum of £15,900,000 (equivalent to approximately HK$169,494,000) is payable in respect of the items (i) to (iv) above. Equity Sum The Equity Sum is 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. The Equity Sum shall be settled in cash. Bank Repayment Amount The Bank Repayment Amount is 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). As at the date of this announcement, the amount owing by the Target Group to Barclays Bank Plc was approximately £4,000,000 (equivalent to approximately HK$42,640,000). Upon Completion, the Buyer shall procure that the Target Company pays the Bank Repayment Amount to Barclays Bank Plc in accordance with the Bank Payoff Letter. – 4 – WFL Repayment Amount The WFL Repayment Amount is the lesser of: (a) the Whelan Family Loan Amount; and (b) £15,900,000 (equivalent to approximately HK$169,494,000) minus the aggregate of (i) the Properties Consideration; and (ii) the Bank Repayment Amount. As at the date of this announcement, the Whelan Family Loan Amount was approximately £10,367,000 (equivalent to approximately HK$110,512,220). Upon Completion, the Buyer shall procure the Target Company pays the WFL Repayment Amount to the solicitors of the Sellers in partial repayment of the Whelan Family Loans (such sum to be inclusive of the Deposit which will be paid on Completion to the solicitors of Sellers on behalf of the Sellers). Properties Consideration For the detail of the Properties Consideration, please refer to the section headed ‘‘The Property Agreements’’ below. Working Capital Loans Pursuant to the Share Purchase Agreement, certain of the Sellers (or their affiliates) or Huron shall make loans to the Target Company to meet the working capital requirements of the Target Group during the period from 24 April 2018 to Completion. Up to and including the date of this announcement, the Working Capital Loans made by certain of the Sellers and/or their affiliates or Huron to the Club from 24 April 2018 was £340,000 (equivalent to approximately HK$3,624,400). The Buyer shall procure that the Target Company repays the outstanding sum of the Working Capital Loans owed as at Completion. In any event the amount of the Working Capital Loans shall not exceed £6,475,000 on the basis that the Long Stop Date was extended to 31 January 2019 (equivalent to approximately HK$69,023,500).
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