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IGG Inc — Capital/Financing Update 2012
Jul 20, 2012
49471_rns_2012-07-20_fb82e57b-568e-4726-a710-a96e01b9638b.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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ORIENTAL WATCH HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(the “Company”)
(Stock Code: 398)
DISCLOSEABLE TRANSACTION
The Vendor, a wholly owned subsidiary of the Company, entered into a provisional agreement for sale and purchase dated 20th July, 2012 for the disposal of the Property to the Purchaser at the cash price of HK$86,800,000.
The Purchaser is not connected with the Company, any directors, chief executive officer or substantial shareholders of the Company or any of its subsidiaries or their respective associates.
The Agreement constitutes a discloseable transaction of the Company under the Listing Rules.
PROVISIONAL AGREEMENT FOR SALE AND PURCHASE DATED 20TH JULY, 2012 (THE “AGREEMENT”)
Parties:
Vendor: Oriental Watch Company Limited (the “Vendor”), a wholly owned subsidiary of the Company
Purchaser: Hui Suet Ching or its nominee(s) (the “Purchaser”)
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Assets disposed:
The property at Ground Floor and Mezzanine Floor, Block C, General Commercial Building, 160 Des Voeux Road Central, Central, Hong Kong (the “Property”).
The Property comprises a shop on the ground floor and mezzanine floor of a 15-storey commercial building completed in 1968. The saleable floor area of Ground Floor of the Property is approximately 459 sq.ft. while the Mezzanine Floor is about 406 sq.ft. The Property is used by Vendor as a retail shop.
The Property had a book value of about HK$9,340,000 as at 31st March, 2012.
Consideration:
HK$86,800,000 in cash
The consideration was arrived at after arm’s length negotiations and with reference to the prevailing market prices of similar properties.
The directors of the Company consider that the terms of disposal are fair and reasonable and in the interests of the shareholders as a whole.
There is a gain of about HK$77,460,000 over book value arising on the disposal.
Payment terms:
The purchase price shall be paid in cash as follows:
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an initial deposit of HK$4 million upon signing of the Agreement;
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a further deposit of HK$4,680,000 on or before 6th August, 2012; and
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the balance on completion.
Lease-back arrangements:
Conditional on completion of the Agreement, the Vendor has agreed to lease back the Property (except the Mezzanine Floor) from the Purchaser for two years from 21st December, 2012 to 20th December, 2014 at the monthly rent of HK$217,000, exclusive of rates, management fees and government rent, subject to the Purchaser’s right of early termination of the lease by giving not less than 4 months’ written notice. The Vendor may renew the lease for two years from 21st December, 2014 to 20th December, 2016 by giving not less than 6 months’ written notice to the Purchaser at the then prevailing
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market rent, which shall not be less than HK$217,000 per month. Rental deposit of HK$651,000 and rent for the first month will be payable on signing of the tenancy agreement on the date of completion of the Agreement.
Use of proceeds:
The proceeds of the disposal will be used as additional working capital.
Completion date:
The Agreement is expected to be completed on or before 20th December, 2012.
REASONS FOR THE TRANSACTIONS
The Vendor entered into the Agreement to realise its gain on the investment in the Property.
CONNECTION BETWEEN THE PARTIES
The Company confirms that, to the best of the directors’ knowledge, information and belief having made all reasonable enquiry, the Purchaser and its beneficial owners are independent third parties not connected with the Company, any directors, chief executive officer or substantial shareholders of the Company or any of its subsidiaries or their respective associates.
INFORMATION FOR SHAREHOLDERS
The Company and its subsidiaries are principally engaged in watch trading.
For the Company, the Agreement is a discloseable transaction under the Listing Rules.
By order of the Board Yeung Ming Biu Chairman
Hong Kong, 20th July, 2012
As at the date of this announcement, the executive directors of the Company are Mr. Yeung Ming Biu (the Chairman), Mr. Yeung Him Kit, Dennis, Mr. Fung Kwong Yiu, Madam Yeung Man Yee, Shirley, Mr. Lam Hing Lun, Alain and Mr. Choi Kwok Yum, and the independent non-executive directors are Dr. Sun Ping Hsu, Samson, Dr. Li Sau Hung, Eddy and Mr. Choi Man Chau, Michael.
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