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First Service Holding Limited — Capital/Financing Update 2012
Sep 20, 2012
50373_rns_2012-09-20_07c97f24-201b-4595-aa6b-454f25b3a05a.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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(Incorporated in Bermuda with limited liability)
(Stock Code: 00894)
DISCLOSEABLE TRANSACTION PROPOSED ACQUISITION OF PROPERTY
The Vendor, the Purchaser and the Agent entered into the Agreement on 20 September 2012 for the sale and purchase of the Property at a consideration of HK$51,996,689.
As the applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the proposed acquisition of the Property under the Agreement is more than 5% but is less than 25%, the proposed acquisition of the Property constituted a discloseable transaction of the Company pursuant to Rule 14.06(2) of the Listing Rules.
THE AGREEMENT DATED 20 SEPTEMBER 2012
Parties:
Vendor: Caption Holdings Limited (啟成集團有限公司)
The Directors confirm that, to the best of their knowledge, information and belief having made all reasonable enquiry, the Vendor and its beneficial owners are third parties independent of the Company and the connected persons of the Company.
Purchaser: Searange Investment Limited (海韻投資有限公司), a wholly-owned subsidiary of the Company.
Agent: Ricacorp Properties Ltd (利嘉閣地產有限公司)
Asset to be acquired:
The Property
The Valuer has assessed the value of the Property as being HK$52,100,000 as at 20 September 2012.
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Payment terms:
The consideration for the sale and purchase of the Property is HK$51,996,689 (the ‘‘Consideration’’) and is payable by the Purchaser in the following manner:
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(1) a sum of HK$2,599,834.45 has been paid by the Purchaser today upon the signing of the Agreement to the Vendor as initial deposit;
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(2) a sum of HK$2,599,834.45 shall be paid on or before 8 October 2012 as further deposit; and
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(3) a sum of HK$46,797,020.10 shall be paid upon completion as balance of the purchase price.
The Consideration was arrived at after arm’s length negotiations and with reference to the valuation of the Property by the Valuer. The valuation was carried out by the Valuer on an open market value basis.
Completion
Completion of the Agreement will take place on or before 18 December 2012.
The Property is currently occupied by a tenant, the current term of which will expire on 19 June 2013. The Property will be delivered to the Purchaser subject to such tenancy upon completion.
The Directors confirm that, to the best of their knowledge, information and belief having made all reasonable enquiry, the existing tenant of the Property and its beneficial owners are third parties independent of the Company and the connected persons of the Company.
Commission
In consideration of the services rendered by the Agent, the Agent shall be entitled to receive commission from the Vendor and the Purchaser. Such commission shall be paid on completion.
Other terms
The Property is sold on an ‘‘as is’’ basis.
REASONS FOR THE ACQUISITION OF THE PROPERTY
The Company intends to hold the Property for long-term investment purpose.
The Directors consider that the acquisition of the Property under the Agreement is on normal commercial terms and that such terms are fair and reasonable and in the interest of the shareholders of the Company as a whole.
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FUNDING ARRANGEMENT
The Group intends to finance the Consideration by internal resources.
INFORMATION ABOUT THE GROUP AND THE VENDOR
The Group is a supplier of major electronic components including aluminium electrolytic capacitors and conductive polymer aluminium solid capacitors.
To the best knowledge of the Directors, the Vendor is principally engaged in the business of property holding and investment.
GENERAL
Since the Consideration represents more than 5% but less than 25% of the market capitalisation of the Company, the entering into of the Agreement constituted a discloseable transaction of the Company under Rule 14.06(2) of the Listing Rules.
TERMS USED IN THIS ANNOUNCEMENT
‘‘Agent’’ Ricacorp Properties Ltd (利嘉閣地產有限公司), a company incorporated in Hong Kong ‘‘Agreement’’ the binding provisional agreement for sale and purchase dated 20 September 2012 entered into between the Vendor, the Purchaser and the Agent in relation to the sale and purchase of the Property ‘‘Board’’ the board of Directors ‘‘Company’’ Man Yue Technology Holdings Limited (萬裕科技集團有限公司), a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange ‘‘connected persons’’ has the meaning ascribed to it under the Listing Rules ‘‘Directors’’ the directors of the Company (including the independent nonexecutive directors of the Company) ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Property’’ all those Units 1, 2, 3, 4, 5, 6 and 7 on the Ninth Floor of ‘‘China Aerospace Centre (航天科技中心)’’, No. 143 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong together with the exclusive right to use the corridor, female lavatory and disable toilet ‘‘Purchaser’’ Searange Investment Limited (海韻投資有限公司), a company incorporated in Hong Kong and a wholly-owned subsidiary of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
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‘‘Valuer’’
Roma Appraisals Limited, an independent valuer appointed by the Company
‘‘Vendor’’
Caption Holdings Limited (啟成集團有限公司), a company incorporated in Hong Kong, the entire issued share capital of which is, according to the latest annual return of the Vendor obtained from the Companies Registry of Hong Kong, held by Chan Chung Bun Bunny (陳振彬) and Chan Pik Kei Paggy (陳碧琪), both being third parties independent of the Company and its connected persons
By Order of the Board
Man Yue Technology Holdings Limited Kee Chor Lin Chairman
Hong Kong, 20 September 2012
As at the date of this announcement, the Board comprises Ms. Kee Chor Lin, Mr. Chan Yu Ching, Eugene, Mr. Ko Pak On and Mr. Wong Ching Ming, Stanley as executive Directors, and Dr. Li Sau Hung, Eddy, Mr. Lo Kwok Kwei, David and Mr. Mar, Selwyn as independent nonexecutive Directors.
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