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HKBN Ltd. — Capital/Financing Update 2016
Jun 8, 2016
49841_rns_2016-06-08_e17b7e6d-398b-4014-95ef-6cbed8ed75e9.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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HKBN Ltd. 香港寬頻有限公司
(Incorporated in the Cayman Islands with limited liability) Stock Code: 1310
FINAL PURCHASE PRICE FOR THE MAJOR TRANSACTION — ACQUISITION OF THE TELECOMMUNICATIONS AND ONLINE MARKETING SOLUTIONS BUSINESS OWNED BY NEW WORLD TELEPHONE HOLDINGS LIMITED THROUGH THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF CONCORD IDEAS LTD. AND SIMPLE CLICK INVESTMENTS LIMITED
HKBN Ltd. (the “Company”) refers to its announcements dated 18 February 2016 and 31 March 2016, and the circular dated 1 March 2016 in relation to the major transaction — acquisition of the telecommunications and online marketing solutions business owned by New World Telephone Holdings Limited (“NWTHL”) through the acquisition of the entire issued share capital of Concord Ideas Ltd. and Simple Click Investments Limited (the “Circular”). Unless otherwise stated, capitalised terms used in this announcement shall have the meaning as defined in the Circular.
The Company is pleased to announce that the closing statement has been agreed between NWTHL and HKBN Group Limited (“HKBNGL”) (the “Parties”) in accordance with the procedures set out in the Share Purchase Agreement. The final purchase price for the entire issued share capital in Concord Ideas Ltd. and Simple Click Investments Limited based on the closing statement, is HK$647,134,000, together with the rebate amount of HK$50,000,000 issued by HKBNGL (the “Rebate Amount”) under the terms of the rebate agreement entered into upon Closing, which takes into account the adjustments made to the initial purchase price of
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HK$650,000,000 on a dollar-to-dollar basis in respect of (a) the difference between the estimated and actual amounts of external debt and the cash and cash equivalents in relation to the Target Companies and their subsidiaries as at Closing, and (b) the difference between the actual amounts of working capital of the Target Companies and their subsidiaries as at Closing and the target working capital of the Target Companies and their subsidiaries as agreed by the Parties (the “Adjustments”).
Details of the final purchase price and the Adjustments are set out in the table below:
Final purchase price Initial purchase (excluding the Rebate price Adjustments Amount) Rebate Amount HK$650,000,000 HK$(2,866,000) HK$647,134,000 HK$50,000,000
By order of the Board HKBN Ltd. Ni Quiaque LAI Executive Director
Hong Kong, 8 June 2016
As at the date of this announcement, the Board comprises:
Executive Directors Independent Non-executive Directors Mr. William Chu Kwong YEUNG Mr. Bradley Jay HORWITZ (Chairman) Mr. Ni Quiaque LAI Mr. Stanley CHOW Mr. Quinn Yee Kwan LAW, SBS, JP
Non-executive Director Ms. Deborah Keiko ORIDA
Where the English and the Chinese texts conflict, the English text prevails.
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