On 7 July 2008 the Company entered into the Acquisition Agreement with the Vendor, pursuant to which the Company will conditionally acquire from the Vendor 100% interest in the Target Company at a total consideration of HK$870,550,000. The consideration will be funded by the Company's internal resources and bank borrowings, if required. The purchase price was determined on arm's length terms.
The Vendor is beneficially owned by Ms. Chu, who is a Director and the controlling shareholder of the Company, holding 62.84% issued Shares of the Company and hence a connected person of the Company. Pursuant to the Acquisition Agreement, Ms. Chu, as the beneficial owner of the Vendor, agreed to act as the guarantor to guarantee the due performance of the Acquisition Agreement by the Vendor. The Acquisition constitutes a connected transaction for the Company under the Listing Rules and will be subject to the approval of the Independent Shareholders in the SGM. In addition, as the transaction scale of the Acquisition exceeds 5% of the applicable percentage ratios as calculated pursuant to Rule 14.07 of the Listing Rules, the Acquisition also constitutes a discloseable transaction for the Company.
A SGM will be held to consider and, if thought fit, to approve the Acquisition. Under the Listing Rules, the Company will issue a circular to the Shareholders as soon as practicable, in which, among other things, details of (i) the Acquisition; and (ii) notice of the SGM will be provided.
The Company has established an independent board committee comprising the independent non-executive Directors to consider and advise the Independent Shareholders with respect to the Acquisition. The Company has appointed Taifook Capital Limited as its independent financial adviser to advise the independent board committee and Independent Shareholders with respect to the Acquisition.
Deutsche Bank AG, Hong Kong Branch has been appointed as the financial adviser to advise the Company with respect to the Acquisition.