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ZO Future Group — Capital/Financing Update 2017
May 18, 2017
50510_rns_2017-05-18_ab59c0c5-463e-47ee-910f-c25b3fb2ef58.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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BIRMINGHAM INTERNATIONAL HOLDINGS LIMITED 伯明翰環球控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2309)
VOLUNTARY ANNOUNCEMENT
This is a voluntary announcement made by Birmingham International Holdings Limited (the “ Company ”) to update the shareholders of the Company and potential investors regarding:
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(i) the release of security granted by Birmingham City Football Club PLC (“ BCFC ”), a subsidiary of the Company, in favour of Trillion Trophy Asia Limited (“ Trillion Trophy ”), the controlling shareholder of the Company; and
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(ii) the reduction in interest rate under the loan facility agreement dated 26 June 2015 (as amended and supplemented by an amendment letter dated 31 May 2016 entered into by the Company, Trillion Trophy and BCFC) (the “ Loan Agreement ”) and made between the Company as borrower and Trillion Trophy as lender, pursuant to which Trillion Trophy agreed to make available to the Company a term loan facility of up to HK$212,813,600 (the “ Loan Facility ”) for the purposes and upon the terms and conditions set out in the Loan Agreement.
REDUCTION IN INTEREST RATE UNDER THE LOAN AGREEMENT AND RELEASE OF SECURITY GRANTED BY BCFC IN FAVOUR OF TRILLION TROPHY
References are made to the announcements of the Company dated 30 June 2015 and 6 June 2016 (the “ Announcements ”) and the circular of the Company dated 5 August 2016 (the “ Circular ”), all of which are in respect of, among other things, the Loan Agreement.
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The Loan Facility is secured by (i) a first fixed legal charge over the property owned by BCFC in favour of Trillion Trophy (the “ Mortgage ”); (ii) a first floating charge over all the assets, goodwill, undertaking and uncalled capital, both present and future granted or to be granted by BCFC in favour of Trillion Trophy (the “ Charge over Assets ”); and (iii) a first fixed charge over all book and other debts, both present and future granted or to be granted by BCFC in favour of Trillion Trophy (the “ Charge over Book Debts ”, together with the Mortgage and the Charge over Assets, the “ Security ”).
On 18 May 2017 (after trading hours), the Company and Trillion Trophy entered into an amendment letter, pursuant to which (i) the parties agree to lower the interest rate under the Loan Agreement from 8.0% per annum to 3.0% per annum with effect from 1 January 2017; (ii) Trillion Trophy agrees that it shall execute a deed of release pursuant to which the Mortgage shall be released and discharged in full (the “ Release ”); (iii) the Charge over Assets and the Charge over Book Debts will no longer be required to be given as the Security; and (iv) Trillion Trophy confirms that notwithstanding the Release, the Loan Facility shall continue to be in force. As at the date of this announcement, the aggregate outstanding amount of the loan drawn under the Loan Agreement is approximately HK$39,113,600 and has not been fully repaid.
On 18 May 2017 (after trading hours), Trillion Trophy executed a deed of release in relation to the full discharge and release of the Security.
By Order of the Board Birmingham International Holdings Limited Zhao Wenqing Chairman
Hong Kong, 18 May 2017
As at the date of this announcement, the Board comprises nine Directors, namely Mr. Zhao Wenqing (Chairman), Mr. Huang Dongfeng (Chief Executive Officer), Ms. Chan Yuk Yee, Mr. Yiu Chun Kong, and Mr. Zhu Kai as Executive Directors; Mr. Sue Ka Lok as Non-executive Director and Mr. To Yan Ming, Edmond, Mr. Pun Chi Ping and Ms. Leung Pik Har, Christine as Independent Non-executive Directors.
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