CAI Corp — Proxy Solicitation & Information Statement 2013

Nov 26, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in HARBOUR CENTRE DEVELOPMENT LIMITED , you should at once hand this circular to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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(Incorporated in Hong Kong with limited liability) Stock Code: 51

MAJOR TRANSACTION

A letter from the Board of Directors of Harbour Centre Development Limited is set out on pages 3 to 6 of this circular.

27 November 2013

CONTENTS

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
DETAILS OF THE TENDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
CONSIDERATION AND PAYMENT TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
INFORMATION ON THE SITE AND THE DEVELOPMENT PLAN ETC. . . . . . . . . . . .	5
REASONS FOR AND BENEFITS OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . . .	5
FINANCIAL EFFECTS OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
IMPLICATIONS UNDER THE LISTING RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
INFORMATION ON THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — FINANCIAL INFORMATION ON THE GROUP . . . . . . . . . . . . . . . .	7
APPENDIX II — STATUTORY AND GENERAL INFORMATION . . . . . . . . . . . . . . . .	9

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Board” the board of Directors; “Company” Harbour Centre Development Limited (stock code: 51), a company incorporated in Hong Kong with limited liability with its shares listed on the Stock Exchange. It is a non-wholly owned subsidiary of Wharf, which in turn is a non-wholly owned subsidiary of Wheelock; “Director(s)” the director(s) of the Company;

“Government” or “Hong Kong the Government of Hong Kong; Government” “Group” the Company and its subsidiaries; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “i-CABLE” i-CABLE Communications Limited (stock code: 1097), a company incorporated in Hong Kong with limited liability with its shares listed on the Stock Exchange. It is a fellow subsidiary of the Company; “Latest Practicable Date” 22 November 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Main Board” the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with the Growth Enterprise Market of the Stock Exchange; “Memorandum of Agreement” the Memorandum of Agreement in the form as annexed to the tender notice in respect of the Site, to be entered into between Smart Event Investments Limited and the Government; “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Share(s)” share(s) of HK$0.5 per share in the share capital of the Company;

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	DEFINITIONS
“Shareholder(s)”	holder(s) of the Share(s) from time to time;
“Site”	a piece of land with a building, namely Murray Building,
	thereon located on Cotton Tree Drive situated between
	Central and Admiralty in Hong Kong known as Inland Lot No.
	9036 having a site area of about 68,136 square feet;
“Smart Event”	Smart Event Investments Limited, a wholly-owned subsidiary
	of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Transaction”	the award of the Site by tender on 6 November 2013;
“Wharf”	The Wharf (Holdings) Limited (stock code: 4), a company
	incorporated in Hong Kong with limited liability with its
	shares listed on the Stock Exchange. It is a non-wholly owned
	subsidiary of Wheelock;
“Wheelock”	Wheelock and Company Limited (stock code: 20), a company
	incorporated in Hong Kong with limited liability with its
	shares listed on the Stock Exchange;
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong;
“US$”	United States dollar(s), the lawful currency of the United
	States of America; and
“%”	per cent.

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LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability) Stock Code: 51

Directors: Mr. Stephen T. H. Ng (Chairman) Mr. Kevin K. P. Chan Dr. Joseph M. K. Chow, _OBE, JP_ Mr. H. M. V. de Lacy Staunton Hon. Andrew K. Y. Leung, _GBS, JP_ Mr. Michael T. P. Sze Mr. Brian S. K. Tang* Mr. Paul Y. C. Tsui Hon. Frankie C. M. Yick

Registered office: 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong

• (* Independent Non-executive Directors)

27 November 2013

To: The Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION

INTRODUCTION

On 6 November 2013, the Group was awarded the Site in a Government tender at a price of HK$4,400 million.

The Transaction constitutes a major transaction under the Listing Rules and is therefore subject to the requirements for reporting and announcement by the Company, while the requirement for approval by the Shareholders is exempted according to Rule 14.33A(1) of the Listing Rules.

The purpose of this circular is to provide you with further information in relation to the details of the Transaction and other information in accordance with the Listing Rules.

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LETTER FROM THE BOARD

DETAILS OF THE TENDER

Date of Acceptance of : 6 November 2013 the Tender Parties : (a) Hong Kong Government as the vendor; and (b) Smart Event as the purchaser Site : A piece of land with a building, namely Murray Building, thereon located on Cotton Tree Drive situated between Central and Admiralty in Hong Kong known as Inland Lot No. 9036 having a site area of about 68,136 square feet. Purpose : Hotel purposes together with ancillary accommodation (retail shops, restaurants, pubs, fast food shops, entertainment facilities, business centres, facilities for fitness, health and sports, function rooms, exhibition facilities, conference facilities and automatic teller machines) with a total gross floor area of not exceeding 325,073 square feet. Term : 50 years commencing from the date of the Memorandum of Agreement, expected to be signed before the end of 2013.

CONSIDERATION AND PAYMENT TERMS

The consideration amount (i.e. the tender price) for acquiring the Site is HK$4,400 million, which was paid/will be payable in cash in the following manner:

Date of payment

Amount paid/payable

• 6 November 2013 (being the date HK$25 million (being the deposit) of acceptance of the tender)

• Within 28 days from 6 November HK$4,375 million (being balance of the consideration) 2013

The consideration shall be settled partly by bank borrowing and partly by internal resources.

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LETTER FROM THE BOARD

INFORMATION ON THE SITE AND THE DEVELOPMENT PLAN ETC.

The Site (Murray Building, Cotton Tree Drive, Hong Kong) is a unique property and possibly the last remaining prime site available in Central, Hong Kong, for a major hotel. A prominent landmark building and part of Hong Kong’s history for nearly 50 years, Murray Building guards the intersection of traffic arteries in Central that run east-west and north-south. It is located in a neighbourhood for top government, diplomatic, finance and business offices, and has been home to various Government bureaus and departments at various times. Standing over 27 levels (basement inclusive), Murray Building commands open green views over Hong Kong Park and to Victoria Peak on several sides and is well connected to other buildings in the neighbourhood, as well as to the Mass Transit Railway.

Under the terms of the Transaction, Smart Event is required to preserve the exterior of Murray Building and convert the building into a hotel latest by the end of 2018.

In a net cash position and with a sizable investment in listed securities, the Group is in a sound financial position to undertake this investment. As at 30 June 2013, it held net cash and available-for-sale investments totaling HK$5,690 million.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Directors believe that the Transaction is a viable investment, will broaden the asset and earnings base of, and will be beneficial to the Company and the Shareholders as a whole.

The Group’s existing hotel, namely, Marco Polo Hongkong Hotel, in Tsimshatsui has been part of Hong Kong’s history for nearly 50 years, the golden years of Hong Kong’s economic development, and is well remembered by travelers. On completion of the hotel on the Site, the Group will own two unique hotels in Hong Kong that are distinguished not only in location, but also rich in history and superior in market position.

The Directors also consider that the terms of the Transaction are in the interests of the Shareholders as a whole and the Transaction is in the ordinary and usual course of business, on normal commercial terms and is fair and reasonable.

FINANCIAL EFFECTS OF THE TRANSACTION

It is estimated that as a result of the Transaction, the non-current assets of the Group will be increased by HK$4.4 billion, the cash position of the Group will be decreased by HK$2.0 billion and the bank loans amount of the Group will be increased by HK$2.4 billion. There will be neither immediate material impact on the Group’s equity nor on its earnings for the remaining financial year ending 31 December 2013.

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LETTER FROM THE BOARD

IMPLICATIONS UNDER THE LISTING RULES

To the best of the knowledge, information and belief of the Directors, and having made all reasonable enquiry, the Government is an independent third party and is not a connected person of the Company.

Since one or more of the applicable percentage ratios in respect of the financial commitment for the Transaction is/are greater than 25% while all such ratios are below 100% for the purposes of Rule 14.07 of the Listing Rules, the Transaction constitutes a major transaction. The Transaction is subject to the requirements for reporting and announcement by the Company, while the requirement for approval by the Shareholders is exempted according to Rule 14.33A(1) of the Listing Rules since the Company is qualified as a Qualified Issuer pursuant to Rule 14.04(10B) as it is actively engaged in property development as a principal business activity and the Transaction constitutes a Qualified Property Acquisition pursuant to Rule 14.04(10C) being that it is an acquisition of property development project in Hong Kong from the Government through a public tender and the Transaction is undertaken on a sole basis by the Company in its ordinary and usual course of business.

INFORMATION ON THE GROUP

The principal business activities of the Group are property development and investment including hotels.

ADDITIONAL INFORMATION

Your attention is drawn to the information set out in the appendices to this circular.

Yours faithfully, Stephen T. H. Ng Chairman

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FINANCIAL INFORMATION ON THE GROUP

APPENDIX I

THREE-YEAR FINANCIAL INFORMATION

Financial information of the Group for each of the three years ended 31 December 2012, 2011 and 2010 are disclosed in the annual reports of the Company for the years ended 31 December 2012, 2011 and 2010 respectively, which are published on both the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.harbourcentre.com.hk).

INDEBTEDNESS

Borrowings

At the close of business on 31 October 2013, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had total borrowings of HK$4,377 million. Details of the total borrowings are summarized below:

	The Group
	HK$Million
Secured
Bank loans	6
Unsecured
Bank loans	3,808
	3,814
Amounts due to an associate and joint ventures	563
Total borrowings	4,377
Analysis of total borrowings
Repayable within 1 year	500
Repayable after 1 year, but within 2 years	1,354
Repayable after 2 years, but within 5 years	1,960
	3,814
Amounts due to an associate and joint ventures	563
Total borrowings	4,377

Amounts due to an associate and joint ventures are unsecured, interest free and repayable on demand.

Facilities and Cash

As at 31 October 2013, the Group had total banking facilities of HK$6,169 million and cash of HK$7,658 million.

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FINANCIAL INFORMATION ON THE GROUP

APPENDIX I

Contingent Liabilities

There were no material contingent liabilities as at 31 October 2013.

Save as aforesaid and apart from intra-group liabilities and normal trade payables, the Group did not have any loan capital issued or agreed to be issued, bank overdrafts, loans, debt securities issued and outstanding, and authorized or otherwise created but unissued and term loans or other borrowings, indebtedness in the nature of borrowings, liabilities under acceptance (other than normal trade bills) or acceptance credits, debentures, mortgages, charges, finance lease or hire purchase commitments, which are either guaranteed, unguaranteed, secured or unsecured, guarantees or other material contingent liabilities outstanding at the close of business on 31 October 2013.

Save as disclosed above, the Directors have confirmed that there have been no material changes in the indebtedness and contingent liabilities of the Group since 31 October 2013, up to and including the Latest Practicable Date.

WORKING CAPITAL

Taking into account the expected completion of the Transaction and the financial resources available to the Group, including the internally generated funds and the available banking facilities, the Directors are of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of this circular.

MATERIAL ADVERSE CHANGE

The Directors are not aware as at the Latest Practicable Date of any material adverse change in the financial or trading position or prospect of the Group since 31 December 2012, the date to which the latest published audited financial statements of the Group were made up.

FINANCIAL AND TRADING PROSPECTS

The Directors consider that upon completion of the Transaction, save for the Group’s non-current assets will be increased by HK$4.4 billion, the cash position will be decreased by HK$2.0 billion to HK$5.7 billion, the bank loans amount will be increased by HK$2.4 billion to HK$6.2 billion and will result in a gearing ratio of about 2% to total equity. The financial and trading prospects of the Group will remain at normal operation status and will not have material impact on the Group’s earnings for the remaining financial year ending 31 December 2013 .

In addition, the Directors consider that upon completion of the Transaction and the completion of the conversion of Murray Building into a hotel on the Site, the Group will, together with Marco Polo Hongkong Hotel in Tsimshatsui, own two unique hotels in Hong Kong that will generate higher, stable and recurring income for the benefit of the Group.

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STATUTORY AND GENERAL INFORMATION

APPENDIX II

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

DISCLOSURE OF INTERESTS

Directors’ Interests in Securities

As at the Latest Practicable Date, the interests and short positions of the Directors or chief executive of the Company in the shares, underlying shares (within the meaning of Part XV of the SFO) or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO), namely, Wheelock, Wharf, i-CABLE and Wharf Finance Limited, which were required (i) to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of Part XV of the SFO, to be entered in the register referred to therein; or (iii) pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules to be notified to the Company and the Stock Exchange, together with the percentages which the relevant shares represented to the issued share capitals of the Company, Wheelock, Wharf and i-CABLE, were as follows:

		Quantity Held
		(number of
		ordinary shares or
		US$ where	Percentage of
	Nature of Interest	applicable)	Holdings
The Company — Ordinary
Shares
Michael T. P. Sze	Family interest	37,500	0.0053%
Wheelock — Ordinary Shares
Stephen T. H. Ng	Personal interest	300,000	0.0148%
Paul Y. C. Tsui (Note 1)	Personal interest in	1,500,000	0.0738%
	options for
	shares
Frankie C. M. Yick	Personal interest	7,000	0.0003%

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APPENDIX II

STATUTORY AND GENERAL INFORMATION

		Quantity Held
		(number of
		ordinary shares or
		US$ where	Percentage of
	Nature of Interest	applicable)	Holdings
Wharf — Ordinary Shares
Stephen T. H. Ng (Note 2)	Personal interest in	4,304,445	0.1421%
	shares and
	options for
	shares
Kevin K. P. Chan (Note 3)	Personal interest in	1,250,000	0.0413%
	options for
	shares
Andrew K. Y. Leung	Personal interest	6,629	0.0002%
Michael T. P. Sze	Family interest	50,099	0.0017%
Paul Y. C. Tsui (Note 4)	Personal interest in	2,200,000	0.0726%
	options for
	shares
Frankie C. M. Yick	Personal interest	20,000	0.0007%
i-CABLE — Ordinary Shares
Stephen T. H. Ng	Personal interest	1,265,005	0.0629%
Andrew K. Y. Leung	Personal interest	9,535	0.0005%
Wharf Finance Limited — USD
Fixed Rate Notes due 2017
Brian S. K. Tang	Personal interest	US$400,000

Notes:

• (1) The 1,500,000 Wheelock shares options represent the outstanding options granted to, and yet to be exercised by Mr. Paul Y. C. Tsui under Wheelock’s share option scheme in June 2013.

• (2) Personal interest in 804,445 shares and 3,500,000 Wharf share options, of which, 1,500,000 options and 2,000,000 options represent the outstanding options granted to, and yet to be exercised by, Mr. Stephen T. H. Ng under Wharf’s share option scheme in July 2011 and June 2013 respectively.

• (3) Of the 1,250,000 Wharf share options, 500,000 options and 750,000 options represent the outstanding options granted to, and yet to be exercised by, Mr. Kevin K. P. Chan under Wharf’s share option scheme in July 2011 and June 2013 respectively.

• (4) Of the 2,200,000 Wharf share options, 1,200,000 options and 1,000,000 options represent the outstanding options granted to, and yet to be exercised by, Mr. Paul Y. C. Tsui under Wharf’s share option scheme in July 2011 and June 2013 respectively.

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STATUTORY AND GENERAL INFORMATION

APPENDIX II

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or (b) pursuant to section 352 of Part XV of the SFO, to be entered in the register referred to therein; or (c) pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules to be notified to the Company and the Stock Exchange.

As at the Latest Practicable Date, Mr. Stephen T. H. Ng, Chairman of the Company, and three other Directors of the Company, namely, Mr. Kevin K. P. Chan, Mr. Paul Y. C. Tsui and Hon. Frankie C. M. Yick, are directors and/or employees of Wheelock and Wharf (and/or their respective wholly-owned subsidiaries), which have an interest, being long position, in the shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO.

DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any member of the Group which will not expire or is not determinable by the employer within a year without payment of compensation (other than statutory compensation).

LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or claim of material importance pending or threatened against any member of the Group.

DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, four Directors of the Company, namely, Mr. Stephen T. H. Ng, Mr. Kevin K. P. Chan, Mr. Paul Y. C. Tsui and Hon. Frankie C. M. Yick, being also directors of Wharf and/or certain subsidiaries of Wharf, are considered as having an interest in Wharf under Rule 8.10 of the Listing Rules.

Ownership of hotels, and ownership of property for letting and for development carried on by subsidiaries of Wharf constitute competing businesses to the Group.

Two hotels in Hong Kong, namely, The Gateway and The Prince, owned by wholly-owned subsidiaries of Wharf are considered as competing with Marco Polo Hongkong Hotel (“ MPHK Hotel ”) owned by the Group. In view of the Wharf group’s expertise and very good track record in the management and operation of hotels throughout the Asia Pacific region, the Group has engaged Marco Polo Hotels Management Limited (“ MPHML ”; being a wholly-owned subsidiary of Wharf) to

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STATUTORY AND GENERAL INFORMATION

APPENDIX II

act as manager to operate, direct, manage and supervise MPHK Hotel. MPHML is also responsible for the operation of The Gateway and The Prince, and some other hotels in the Asia Pacific region. MPHML has agreed, inter alia, to operate MPHK Hotel as a first class hotel, failing which, the Group has the right to unilaterally terminate the engagement of MPHML.

The business of property development in Mainland China owned by the Wharf group are also considered as competing with the Group’s property development projects in Mainland China. In view of the Wharf group’s expertise in project management and sales and marketing of properties in Mainland China, the Group has engaged a wholly-owned subsidiary of Wharf as the project managers and sales and marketing agents for the construction, development, sales and marketing of the Group’s property development projects in Mainland China.

For safeguarding the interests of the Group, the independent non-executive Directors and the audit committee of the Company would on a regular basis review the business and operational results of the Group to ensure, inter alia, that the Group’s hotel and property development businesses are and continue to be run on the basis that they are independent of, and at arm’s length from, those of the Wharf group.

DIRECTORS’ INTERESTS IN ASSETS AND CONTRACTS OF SIGNIFICANCE

As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any assets which have been, since 31 December 2012 (being the date to which the latest published audited financial statements of the Group were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any subsisting contract or arrangement which is significant in relation to the business of the Group.

MATERIAL CONTRACTS

There are no material contracts (not being contracts entered into in the ordinary course of business) which have been entered into by any member of the Group within the two years immediately preceding the date of this circular.

GENERAL

The secretary of the Company is Mr. Hung Hing On. Mr. Hung is a member of the Hong Kong Institute of Certified Public Accountants and Canadian Institute of Chartered Accountants. He is also a Chartered Financial Analyst of CFA Institute.

The transfer office of the Company is that of the Company’s share registrars, namely, Tricor Tengis Limited, and is situate at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

The English text of this circular shall prevail over its Chinese text.

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APPENDIX II STATUTORY AND GENERAL INFORMATION

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours or any weekday (public holidays excepted) at the registered office of the Company at 16th Floor, Ocean Centre, Harbour City, Canton Road, Kowloon, Hong Kong from the date of this circular up to and including 14 December 2013:

• (a) the memorandum and articles of association of the Company; and

• (b) the annual reports of the Company for the years ended 31 December 2011 and 31 December 2012 and the interim report of the Company for the six months ended 30 June 2013.

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