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3SBio Inc. Capital/Financing Update 2016

Sep 2, 2016

49981_rns_2016-09-02_74804640-7cc0-4176-8794-d1ffd626e788.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

力 寶 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 226)

HONGKONG CHINESE LIMITED 香 港 華 人 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 655)

DISCLOSEABLE TRANSACTIONS

JOINT ANNOUNCEMENT

DISPOSALS OF INTEREST IN OUE H-TRUST AND/OR OUE C-REIT

The respective Boards of Lippo and HKC are pleased to announce that on 2 September 2016:

  • (1) Hennessy, an indirect wholly-owned subsidiary of Lippo, disposed of its holding of 22,610,000 units in OUE H-Trust through married trade to Purchaser A, an independent third party, for the aggregate consideration of approximately S$14,705,000 (equivalent to approximately HK$83,820,000) (“ Disposal A ”); and

  • (2) Wonder Plan, an indirect wholly-owned subsidiary of HKC, which in turn is an approximate 65.84% indirect subsidiary of Lippo, disposed of its holding of 6,286,820 units in OUE H-Trust and 9,381,500 units in OUE C-REIT through married trade to Purchaser A for the aggregate consideration of approximately S$4,089,000 and approximately S$6,143,000 respectively (equivalent to approximately HK$23,307,000 and HK$35,012,000 respectively) (together, “ Disposal B ”) and disposed of its holding of 23,247,824 units in OUE H-Trust through married trade to Purchaser B, another independent third party, for the aggregate consideration of approximately S$15,142,000 (equivalent to approximately HK$86,311,000) (“ Disposal C ”, together with Disposal B, the “ HKC Disposals ”).

It is expected that Disposal A and the HKC Disposals (together, the “ Disposals ”) will be fully settled in cash and completed on or around 7 September 2016. The Disposals are not interconditional and each of them is separate and independent from the other.

LISTING RULE IMPLICATIONS

Lippo

As one of the applicable percentage ratios in respect of the Disposals when aggregated is more than 5% but all of the applicable percentage ratios are less than 25% for Lippo, the Disposals constitute a discloseable transaction for Lippo and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

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HKC

As one of the applicable percentage ratios in respect of the HKC Disposals is more than 5% but all of the applicable percentage ratios are less than 25% for HKC, the HKC Disposals constitute a discloseable transaction for HKC and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

INTRODUCTION

The respective Boards of Lippo and HKC are pleased to announce that on 2 September 2016:

  • (1) Hennessy, an indirect wholly-owned subsidiary of Lippo, disposed of its holding of 22,610,000 units in OUE H-Trust (representing approximately 1.26% of the total issued units in OUE H-Trust as at the date of this announcement) through married trade to Purchaser A, an independent third party, for the aggregate consideration of approximately S$14,705,000 (equivalent to approximately HK$83,820,000); and

  • (2) Wonder Plan, an indirect wholly-owned subsidiary of HKC, which in turn is an approximate 65.84% indirect subsidiary of Lippo, disposed of its holding of 6,286,820 units in OUE H-Trust (representing approximately 0.35% of the total issued units in OUE H-Trust as at the date of this announcement) and 9,381,500 units in OUE C-REIT (representing approximately 0.72% of the total issued units in OUE C-REIT as at the date of this announcement) through married trade to Purchaser A for the aggregate consideration of approximately S$4,089,000 and approximately S$6,143,000 respectively (equivalent to approximately HK$23,307,000 and HK$35,012,000 respectively) and disposed of its holding of 23,247,824 units in OUE H-Trust (representing approximately 1.3% of the total issued units in OUE H-Trust as at the date of this announcement) through married trade to Purchaser B, another independent third party, for the aggregate consideration of approximately S$15,142,000 (equivalent to approximately HK$86,311,000).

It is expected that the Disposals will be fully settled in cash and completed on or around 7 September 2016. The Disposals are not inter-conditional and each of them is separate and independent from the other.

CONSIDERATION

The consideration for each of the Disposals is determined by reference to the recent market price per unit in OUE H-Trust and/or OUE C-REIT (as applicable).

The consideration per OUE H-Trust unit under Disposal A and Disposal B is equivalent to approximately S$0.650 per unit, which represents an approximate 4.4% discount on the closing price per OUE H-Trust unit on 1 September 2016, being the last trading day prior to the date of Disposal A and Disposal B.

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The consideration per OUE H-Trust unit under Disposal C is equivalent to approximately S$0.651 per unit, which represents an approximate 4.2% discount on the closing price per OUE H-Trust unit on 1 September 2016, being the last trading day prior to the date of Disposal C.

The consideration per OUE C-REIT unit under Disposal B is equivalent to approximately S$0.655 per unit, which represents an approximate 3.7% discount on the closing price of per OUE C-REIT unit on 1 September 2016, being the last trading day prior to the date of Disposal B.

REASONS FOR AND BENEFITS OF THE DISPOSALS

The Board of each of Lippo and HKC considers that the Disposals and the HKC Disposals (as applicable) would be a good opportunity for the Lippo Group and the HKC Group to realise its direct investments in the OUE H-Trust and OUE C-REIT.

The Board of each of Lippo and HKC (including their respective independent non-executive directors) believes that the terms of the Disposals and the HKC Disposals (as applicable) as a whole are fair and reasonable, on normal commercial terms, and in the interest of their respective shareholders as a whole.

It is expected that the Lippo Group and the HKC Group will record a net fair value gain of approximately HK$20 million and HK$18 million respectively from the relevant disposal(s) for the year ending 31 March 2017, which is calculated with reference to the aggregate consideration for the relevant disposal(s) less the book value of the relevant OUE H-Trust units and/or OUE C-REIT units (as applicable) as at 31 March 2016 and/or the acquisition cost for those units if acquired after 31 March 2016. The actual net fair value gain on such disposal(s) will vary after accounting for the actual selling expenses incurred for the relevant disposal(s).

USE OF PROCEEDS

It is intended that the net proceeds from the Disposals will be retained as general working capital of the Lippo Group and the HKC Group, and will provide each of the Lippo Group and the HKC Group with available funding should other suitable investment opportunities arise.

INFORMATION ON OUE H-TRUST AND OUE C-REIT

OUE H-Trust

OUE H-Trust is a stapled group comprising OUE H-REIT (managed by the REIT Manager) and OUE H-BT (managed by the Trustee-Manager) which invests in real estates used primarily for hospitality and/or hospitality-related purposes. The stapled securities of OUE H-Trust are currently listed and traded on SGX-ST.

Based on the audited consolidated financial statements of OUE H-Trust, the profit before and after taxation and extraordinary item was approximately S$78,568,000 and S$78,568,000 respectively for the year ended 31 December 2014, and approximately S$77,707,000 and S$77,707,000 respectively for the year ended 31 December 2015. Based on the unaudited consolidated financial statements of OUE H-Trust for the six months ended 30 June 2016, the unaudited net asset value as of 30 June 2016 was approximately S$1,421,522,000.

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OUE C-REIT

OUE C-REIT is a real estate investment trust listed on the SGX-ST. OUE C-REIT invests in real estates used primarily for commercial purposes and is managed by OUE Commercial REIT Management Pte. Ltd.

Based on the audited consolidated financial statements of OUE C-REIT, the profit before and after taxation and extraordinary item was approximately S$335,025,000 and S$293,008,000 respectively for the period from 10 October 2013 (the date of constitution) to 31 December 2014, and approximately S$91,110,000 and S$80,700,000 respectively for the year ended 31 December 2015. Based on the unaudited consolidated financial statements of OUE C-REIT for the six months ended 30 June 2016, the unaudited net asset value as of 30 June 2016 was approximately S$1,179,715,000.

INFORMATION ON LIPPO, HKC, HENNESSY AND WONDER PLAN

The principal business activity of Lippo is investment holding. The principal activities of the subsidiaries, associates, joint ventures and joint operations 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.

Hennessy is an indirect wholly-owned subsidiary of Lippo. The principal business activity of Hennessy is investment holding.

HKC is an approximate 65.84% indirect subsidiary of Lippo. The principal business activity of HKC is investment holding. The principal activities of the subsidiaries, associates and joint ventures 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.

Wonder Plan is an indirect wholly-owned subsidiary of HKC. The principal business activity of Wonder Plan is investment holding.

INFORMATION ON THE PURCHASERS

To the best of the knowledge, information and belief of the Boards of Lippo and HKC respectively, having made all reasonable enquiry, Purchaser A (an individual) and Purchaser B (a company) and in the case of Purchaser B, its ultimate beneficial owners, are third parties independent of each of Lippo and HKC and their respective connected persons. The principal business of Purchaser B is investment holding.

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LISTING RULE IMPLICATIONS

Lippo

Although all the applicable percentage ratios in respect of Disposal A alone are no more than 5%, as one of the applicable percentage ratios in respect of the Disposals when aggregated is more than 5% but all of the applicable percentage ratios are less than 25% for Lippo, the Disposals constitute a discloseable transaction for Lippo and are subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

HKC

As one of the applicable percentage ratios in respect of the HKC Disposals is more than 5% but all of the applicable percentage ratios are less than 25% for HKC, the HKC Disposals constitute a discloseable transaction for HKC and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise required, the following terms and expressions shall have the following meanings:

“Board” board of directors;
“connected persons” has the meaning ascribed to such term under the Listing
Rules;
“Disposal A” the disposal by Hennessy of 22,610,000 units in OUE
H-Trust through married trade to Purchaser A for the
aggregate consideration of approximately S$14,705,000
(equivalent to approximately HK$83,820,000);
“Disposal B” the disposal by Wonder Plan of 6,286,820 units in OUE
H-Trust and 9,381,500 units in OUE C-REIT through
married trade to Purchaser A for the aggregate
consideration
of
approximately
S$4,089,000
and
approximately S$6,143,000 respectively (equivalent to
approximately
HK$23,307,000
and
HK$35,012,000
respectively);
“Disposal C” the disposal by Wonder Plan of 23,247,824 units in OUE
H-Trust through married trade to Purchaser B for the
aggregate consideration of approximately S$15,142,000
(equivalent to approximately HK$86,311,000);
“Disposals” Disposal A and HKC Disposals;
“Hennessy” Hennessy Holdings Limited, a company incorporated in
the British Virgin Islands with limited liability and an
indirect wholly-owned subsidiary of Lippo;

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“HKC” Hongkong Chinese Limited (香港華人有限公司*), a
company incorporated in Bermuda with limited liability
whose shares are listed on the Main Board of the Stock
Exchange and an approximate 65.84% indirect subsidiary
of Lippo;
“HKC Disposals” Disposal B and Disposal C;
“HKC Group” HKC and its subsidiaries;
“Hong Kong” the Hong Kong Special Administrative Region of the
People’s Republic of China;
“Lippo” Lippo Limited力寶有限公司, a company incorporated in
Hong Kong with limited liability whose shares are listed
on the Main Board of the Stock Exchange;
“Lippo Group” Lippo and its subsidiaries;
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange;
“OUE C-REIT” OUE Commercial Real Estate Investment Trust, a real
estate investment trust listed on the Mainboard of the
SGX-ST;
“OUE H-BT” OUE Hospitality Business Trust, a registered business trust
under the Business Trusts Act, Chapter 31A of Singapore;
“OUE H-REIT” OUE Hospitality Real Estate Investment Trust, an
authorised collective investment scheme under the
Securities and Futures Act, Chapter 289 of Singapore;
“OUE H-Trust” OUE Hospitality Trust, a stapled group comprising of OUE
H-REIT and OUE H-BT, listed on the Mainboard of the
SGX-ST;
“REIT Manager” OUE Hospitality REIT Management Pte. Ltd., the manager
of OUE H-REIT;
“SGX-ST” Singapore Exchange Securities Trading Limited;
“Singapore” Republic of Singapore;
“Stock Exchange” The Stock Exchange of Hong Kong Limited;
“Trustee-Manager” OUE Hospitality Trust Management Pte. Ltd., the trustee
manager of OUE H-BT;

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“Wonder Plan”

Wonder Plan Holdings Limited, a company incorporated in the British Virgin islands with limited liability and an indirect wholly-owned subsidiary of HKC;

“HK$” Hong Kong dollar, the lawful currency of Hong Kong; “S$” Singapore dollar, the lawful currency of Singapore; and “%” per cent.

For the purpose of illustration only and unless otherwise stated, conversion of S$ into HK$ in this announcement is based on the exchange rate of S$1.00 to HK$5.7. Such conversion should not be construed as a representation that any amount has been, could have been, or may be, exchanged at this or any other rate.

By Order of the Board By Order of the Board LIPPO LIMITED HONGKONG CHINESE LIMITED Davy Lee Andrew Hau Secretary Secretary

Hong Kong, 2 September 2016

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: Dr. Stephen Riady (Chairman) Dr. Stephen Riady (Chairman) Mr. John Luen Wai Lee Mr. John Luen Wai Lee (Managing Director and (Chief Executive Officer) Chief Executive Officer)

Non-executive Directors: Mr. Jark Pui Lee Mr. Leon Nim Leung Chan

Non-executive Director: 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

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