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3SBio Inc. — Capital/Financing Update 2012
Sep 7, 2012
49981_rns_2012-09-07_ada51b33-ddd8-4529-a6f8-e192b0c34bce.pdf
Capital/Financing Update
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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.
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LIPPO LIMITED HONGKONG CHINESE LIMITED 力 寶 有 限 公 司 香 港 華 人 有 限 公 司 *
(Incorporated in Hong Kong with limited liability) (Stock Code: 226)
(Incorporated in Bermuda with limited liability) (Stock Code: 655)
JOINT ANNOUNCEMENT
DISCLOSEABLE TRANSACTION
OFFERING OF OPTION TO PURCHASE A PROPERTY IN SINGAPORE
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The board of directors of each of Lippo and HKC are pleased to announce that on 7th September, 2012, the Vendor issued the Option Letter to the Purchaser pursuant to which the Vendor has offered the Purchaser the Option to purchase the Property in accordance with the terms and conditions set out in the Option Letter. The offer for the Option was made by the Vendor in consideration of the Option Money in the amount of S$220,000 (equivalent to approximately HK$1,369,000) paid by the Purchaser on the date of the Option Letter. The Option shall expire on 14th September, 2012 and will become null and void if not accepted by the Purchaser on or before 14th September, 2012, in which event the Option Money shall be forfeited by the Vendor absolutely.
The Vendor is an indirect wholly-owned subsidiary of HKC which in turn is owned as to approximately 56.2 per cent. by Lippo.
As one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal for Lippo and HKC exceeds 5 per cent. but is less than 25 per cent., the Disposal constitutes a discloseable transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules.
INTRODUCTION
The board of directors of each of Lippo and HKC are pleased to announce that on 7th September, 2012, the Vendor issued the Option Letter to the Purchaser pursuant to which the Vendor has offered the Purchaser the Option to purchase the Property in accordance with the terms and conditions set out in the Option Letter. The Vendor is an indirect wholly-owned subsidiary of HKC which in turn is owned as to approximately 56.2 per cent. by Lippo.
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TERMS OF THE OPTION LETTER
A summary of the principal terms of the Option Letter is as follows:
Date: 7th September, 2012 Parties: (1) Lippo (S) Pte. Ltd., being the Vendor The principal business activity of the Vendor is property development and property investment. The Vendor is an indirect wholly-owned subsidiary of HKC which is owned as to approximately 56.2 per cent. by Lippo. (2) Mr. Thio Gim Hock, being the Purchaser
To the best of the knowledge, information and belief of the directors of each of Lippo and HKC and having made all reasonable enquiries, the Purchaser is a third party independent of each of Lippo and HKC and their respective connected persons (as defined in the Listing Rules).
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Subject Matter: The Property, being the whole of Lots 1342L and 1343C both of Mukim 34 containing an area of approximately 684.8 square metres and approximately 715.2 square metres respectively and comprising the property known as 259 Ocean Drive, located at Sentosa Cove, Singapore.
The Property is to be sold on an “as is where is” basis.
Option: Pursuant to the Option Letter, the Vendor has offered the Purchaser the Option to purchase the Property in consideration of the Option Money in the amount of S$220,000 (equivalent to approximately HK$1,369,000) paid by the Purchaser on the date of the Option Letter. The Option shall expire on 14th September, 2012 and will become null and void if not accepted and exercised by the Purchaser by the delivery of an acceptance copy of the Option Letter to the Vendor’s solicitor on or before 14th September, 2012, in which event the Option Money shall be forfeited by the Vendor absolutely.
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Sale Price:
The Sale Price for the Property is S$22,000,000 (equivalent to approximately HK$136,906,000) which shall be payable in cash as follows: (i) the Option Money of S$220,000 (equivalent to approximately HK$1,369,000) was paid by the Purchaser on the date of the Option Letter; (ii) the balance of deposit of S$880,000 (equivalent to approximately HK$5,476,000) will be payable by the Purchaser at the acceptance and exercise of the Option and (iii) the balance of the Sale Price of S$20,900,000 (equivalent to approximately HK$130,061,000) will be payable by the Purchaser at the Completion which shall take place on or before 7th December, 2012.
The Sale Price was determined after arm’s length negotiations between the Vendor and the Purchaser on normal commercial terms with reference to the prevailing market value of the Property taking into account the market conditions, the market value of properties in nearby area where the Property is located and by reference to the recent valuation of the Property obtained by the Vendor from an independent valuer.
Completion: Completion of the Disposal is to take place on or before 7th December, 2012.
Conditions: The sale and purchase of the Property is subject to standard conditions for similar Singapore property transactions.
REASONS FOR AND BENEFIT OF THE DISPOSAL
The Property was acquired by the Vendor in 2004 and the construction of the Property was completed in 2010 and the book value of the Property as at 30th June, 2012 was approximately S$19,774,000 (equivalent to approximately HK$123,054,000). The directors of each of Lippo and HKC consider the Disposal represents a good opportunity for the Group to realize certain of its investments, and the sale proceeds from the Disposal will provide additional working capital for the Group.
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Based on the Sale Price, it is estimated that the HKC Group will record an unaudited gain of S$2,226,000 (equivalent to approximately HK$13,852,000) upon Completion, representing the difference between the Sale Price and the book value of the Property. The Property was, prior to the Disposal, a non-revenue generating property. For the year ended 31st December, 2011, the loss before and after taxation attributable to the Property was the same as S$1,308,000 (equivalent to approximately HK$8,140,000). For the year ended 31st December, 2010, the loss before and after taxation attributable to the Property was the same as S$33,000 (equivalent to approximately HK$205,000).
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The directors of each of Lippo and HKC also consider the Disposal is in the interests of each of the Lippo Group and HKC Group, as the case may be, and that the terms of the Disposal are on normal commercial terms and are fair and reasonable and in the interests of the shareholders of Lippo and HKC, as the case may be, as a whole.
INFORMATION ON LIPPO AND HKC
The principal business activity of Lippo is investment holding. The principal activities of the subsidiaries and associates of Lippo include investment holding, property investment, property development, hotel operation, food business, property management, project management, mineral exploration, extraction and processing, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.
The principal business activity of HKC is investment holding. The principal activities of the subsidiaries and associates of HKC include investment holding, property investment, property development, hotel operation, project management, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.
LISTING RULES IMPLICATIONS
As one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal for Lippo and HKC exceeds 5 per cent. but is less than 25 per cent., the Disposal constitutes a discloseable transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules.
DEFINITIONS
Unless otherwise defined, capitalized terms used herein shall have the following meanings:
| “Completion” | completion of the Disposal in accordance with the terms |
|---|---|
| and conditions of the Option Letter; | |
| “Disposal” | the disposal of the Property by the Vendor, if and upon |
| acceptance and exercise of the Option by the Purchaser | |
| pursuant to the Option Letter; | |
| “Group” | collectively, Lippo Group and HKC Group; |
| “HKC” | Hongkong Chinese Limited (香港華人有限公司*), a |
| company incorporated in Bermuda with limited liability, | |
| the shares of which are listed on the Stock Exchange and | |
| a subsidiary owned as to approximately 56.2 per cent. by | |
| Lippo; |
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“HKC Group”
“Hong Kong”
“Lippo”
“Lippo Group”
- “Listing Rules”
“Option”
“Option Letter”
“Option Money”
“Property”
“Purchaser”
“Sale Price”
“Singapore”
“Stock Exchange”
HKC and its subsidiaries;
the Hong Kong Special Administrative Region of the People’s Republic of China;
Lippo Limited 力寶有限公司, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange;
Lippo and its subsidiaries;
the Rules Governing the Listing of Securities on the Stock Exchange;
-
the option offered by the Vendor to the Purchaser to purchase the Property in accordance with the terms and conditions set out in the Option Letter;
-
the option letter dated 7th September, 2012 issued by the Vendor to the Purchaser pursuant to which the Vendor has offered the Purchaser the Option;
-
the option money of S$220,000 (equivalent to approximately HK$1,369,000) which has been paid on the date of the Option Letter, and shall be deemed to be part of the Sale Price, if applicable;
-
the whole of Lots 1342L and 1343C both of Mukim 34 containing an area of approximately 684.8 square metres and approximately 715.2 square metres respectively and comprising the property known as 259 Ocean Drive, located at Sentosa Cove, Singapore;
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Mr. Thio Gim Hock;
-
the sale price for the Property, being an aggregate amount of S$22,000,000 (equivalent to approximately HK$136,906,000);
the Republic of Singapore;
The Stock Exchange of Hong Kong Limited;
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“Vendor”
Lippo (S) Pte. Ltd., a company incorporated in Singapore with limited liability and an indirect wholly-owned subsidiary of HKC;
“HK$”
Hong Kong dollar, the lawful currency of Hong Kong; and
“S$”
Singapore dollar, the lawful currency of Singapore.
By Order of the Board By Order of the Board LIPPO LIMITED HONGKONG CHINESE LIMITED Davy Lee Andrew Hau Secretary Secretary
Hong Kong, 7th September, 2012
The board composition of each of Lippo and HKC as at the date of this announcement is as follows:
Lippo
HKC
Executive Directors: Executive Directors: Mr. Stephen Riady (Chairman) Mr. Stephen Riady (Chairman) Mr. John Luen Wai Lee Mr. John Luen Wai Lee (Managing Director and (Chief Executive Officer) Chief Executive Officer) Mr. Kee Yee Kor Mr. Jark Pui Lee
Non-executive Director: Non-executive Director: Mr. Leon Nim Leung Chan Mr. Leon Nim Leung Chan Independent Non-executive Directors: Independent Non-executive Directors: Mr. Edwin Neo Mr. Albert Saychuan Cheok Mr. Victor Ha Kuk Yung Mr. Victor Ha Kuk Yung Mr. King Fai Tsui Mr. King Fai Tsui
* For identification purpose only
For use in this announcement and for illustration purposes only, conversion of S$ into HK$ is based on the approximate exchange rate of HK$6.223 to S$1. No representation is made that any amount in S$ or HK$ could be converted at such rate or any other rates.
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