Major and Connected Transaction
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NEW CITY DEVELOPMENT GROUP LIMITED 新城市建設發展集團有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 0456) MAJOR AND CONNECTED TRANSACTION Financial Adviser Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders – 1 – THE ACQUISITION AGREEMENT On 11 April 2019 (after trading hours), the Purchaser (an indirect wholly-owned subsidiary of the Company) (as purchaser) entered into the Acquisition Agreement with the Vendor (as vendor) and the Vendor’s Guarantor (as guarantor of the Vendor), pursuant to which (i) the Purchaser has conditionally agreed, subject to the conditions precedent to Completion, to acquire from the Vendor the Sale Share and the Shareholder’s Loan for the aggregate consideration of RMB450,000,000 (equivalent to approximately HK$525,701,000), which will be settled by way of the allotment and issue of 642,666,179 Shares by the Company to the Vendor (or such designated party as the Vendor may direct) at the Issue Price of HK$0.818 per Consideration Share pursuant to the Specific Mandate on Completion, and (ii) the Vendor’s Guarantor has agreed to guarantee the obligations of the Vendor on the terms and subject to the Acquisition Agreement. Following Completion, the Target Company will become a wholly-owned subsidiary of the Company and the financial results of the Target Group will be consolidated into the financial statements of the Group. An application will be made to the Stock Exchange by the Company for the listing of, and permission to deal in, the Consideration Shares. As at the date of this announcement, the Target Company indirectly holds 100% equity interest of Yin Tai Changchun and the principal asset of Yin Tai Changchun is the Property. The Property is located on the east of North Renmin Main Street, south of Guihua Road, west of Jiutai Road and north of Qingfeng Road, Kuancheng District, Changchun City, Jilin Province, the PRC (中國吉林長春寬城區) with a total site area of 39,991 sq. m. The Property is planned to be developed into a commercial complex known as Changchun Xi Wang Centre (長春熙旺中心) with total gross floor area of approximately 188,779 sq. m., on which hotel(s), office(s), commercial and ancillary facilities are intended to be constructed. LISTING RULES IMPLICATIONS Since one or more of the applicable percentage ratios (as defined in Chapter 14 of the Listing Rules) in respect of the Acquisition exceed 25% but all the percentage ratios are under 100%, the Acquisition constitutes a major transaction of the Company under Chapter 14 of the Listing Rules. – 2 – Further, since (i) the Vendor is a controlling shareholder of the Company who holds 1,886,662,752 Shares as at the date of this announcement (representing 52.19% of the issued share capital of the Company) and is a company wholly-owned by Mr. Han Junran, the chairman of the Company and an executive Director, and (ii) Mr. Han Junran is the Vendor’s Guarantor, the Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules, and is subject to the relevant reporting, announcement and Independent Shareholders’ approval requirements. The issue of the Consideration Shares under the Acquisition Agreement is subject to the Specific Mandate to be sought from the Independent Shareholders at the EGM. A circular containing, among other things, (i) further details of the Acquisition; (ii) a letter from the Independent Board Committee to the Independent Shareholders in relation to the Acquisition; (iii) a letter from the Independent Financial Adviser containing its recommendations to the Independent Board Committee and the Independent Shareholders in relation to the Acquisition; (iv) an independent valuation report on the Property and (v) the notice convening the EGM, is expected to be despatched to the Shareholders on or before 7 May 2019. INTRODUCTION On 11 April 2019 (after trading hours), the Purchaser (an indirect wholly-owned subsidiary of the Company) (as purchaser) entered into the Acquisition Agreement with the Vendor (as vendor) and the Vendor’s Guarantor (as guarantor of the Vendor), pursuant to which (i) the Purchaser has conditionally agreed, subject to the conditions precedent to Completion, to acquire from the Vendor the Sale Share and the Shareholder’s Loan for the aggregate consideration of RMB450,000,000 (equivalent to approximately HK$525,701,000), which will be settled by way of the allotment and issue of 642,666,179 Shares by the Company to the Vendor (or such designated party as the Vendor may direct) at the Issue Price of HK$0.818 per Consideration Share pursuant to the Specific Mandate on Completion, and (ii) the Vendor’s Guarantor has agreed to guarantee the obligations of the Vendor on the terms and subject to the Acquisition Agreement. – 3 – THE ACQUISITION AGREEMENT A summary of the salient terms of the Acquisition Agreement is as follows: Date: 11 April 2019 Parties: The Purchaser (as purchaser); The Vendor (as vendor); and The Vendor’s Guarantor (as guarantor of the Vendor) Subject matter: Pursuant to the Acquisition Agreement, the Purchaser has conditionally agreed to acquire from the Vendor the Sale Share, representing the entire equity interest in the Target Company, and the Shareholder’s Loan. Consideration: The total Consideration shall be RMB450,000,000 (equivalent to approximately HK$525,701,000), which will be settled by way of the allotment and issue of 642,666,179 Shares by the Company to the Vendor (or such designated party as the Vendor may direct) at the Issue Price of HK$0.818 per Consideration Share pursuant to the Specific Mandate on Completion. The total Consideration is determined and arrived at by the Vendor and the Purchaser after arm’s length negotiations taking into account, among other things, (i) the value of the Property, being the principal asset of the Target Group, as at 31 March 2019 of approximately RMB450,000,000 (equivalent to approximately HK$525,701,000) according to the independent valuation report compiled by Greater China Appraisal Limited, an independent professional valuer appointed by the Company (such report will be set out in the circular to be despatched by the Company to the Shareholders in relation to the Acquisition); and (ii) the unaudited net liabilities of the Target Group as at 31 December 2018 in the amount of approximately HK$276,000 prepared on the basis of the unaudited combined financial statements of the Target Group dated 31 December 2018 in accordance with Hong Kong Financial Reporting Standards. – 4 – The total Consideration is determined and arrived at by the Vendor and the Purchaser on the basis that, on Completion, save as disclosed in the Acquisition Agreement, the Target Company does not have any liabilities other than the Shareholder’s Loan; and that the Gold Channel Group Subsidiaries do not have any liabilities. In the event that the Target Company and/or any Gold Channel Group Subsidiary has any liabilities other than those as aforesaid, the Vendor shall indemnify the Purchaser and/or the Target Company in respect of such additional liabilities. Conditions precedent: Completion shall be subject to and conditional upon the satisfaction in full or (at the sole and absolute discretion of the Purchaser) the waiver of the following conditions (where appropriate):- (i) the completion of the Vendor SPA; (ii) the Purchaser being reasonably satisfied with the results of the due diligence review, including but not limited to the review of the legal, financial and business position and prospects of the Target Company, each of the Gold Channel Group Subsidiaries and the Property; (iii) all necessary Consents required to be obtained on the part of the Purchaser, the Vendor, the Vendor’s Guarantor, the Target Company and each of the Gold Channel Group Subsidiaries in respect of the Acquisition Agreement and the transactions contemplated thereunder having been obtained and remaining in full force and effect; (iv) the Stock Exchange granting or agreeing to grant the approval for the listing and permission to deal in the Consideration Shares and such approval not having been revoked; (v) the Independent Shareholders shall have approved the Acquisition Agreement and all transactions contemplated thereunder at the EGM in accordance with the Listing Rules; – 5 – (vi) the delivery of legal opinions from legal advisers of the PRC acceptable to the Purchaser on the legal due diligence of the relevant Gold Channel Group Subsidiaries and the Property (in such form and contents satisfactory to the Purchaser in its absolute discretion); (vii) the Warranties provided by the Vendor as set out therein remaining true, accurate and complete; and (viii) the Purchaser being reasonably satisfied that there has not been any material adverse change or effect in respect of the Target Company, each of the Gold Channel Group Subsidiaries and the Property since the date of the Acquisition Agreement. In the event that any of the conditions precedent thereof is not fulfilled (or waived as the case may be), in each case, on or before 11 July 2019 or such later date as the parties thereto may from time to time agree in writing (the “Long Stop Date”), the Acquisition Agreement and everything contained in it shall terminate and be null and void and of no further effect and no party to the Acquisition Agreement shall have any liability to any other party, save for any antecedent breaches.