上海新茂房地产开发有限公司.pdf
-1-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.CHINESE ESTATES HOLDINGS LIMITED(Incorporated in Bermuda with limited liability)(Stock Code:127)DISCLOSEABLE TRANSACTION ACQUISITION OF THE REMAINING NON-VOTING SHARES IN GET WISDOM LIMITED On 29 June 2010,the Purchaser,being an indirect wholly-owned subsidiary of the Company,exercised the Call Option to purchase the Sale Non-voting Shares,representing 20%of the issued share capital of Get Wisdom,from the Vendor at the price of HK$7.80 per Sale Non-voting Share.Completion of the Acquisition took place on 29 June 2010 whereupon the consideration for the Sale Non-voting Shares in the total sum of HK$15.60 was paid by the Purchaser to the Vendor and the Purchaser advanced the Purchasers pro-rata portion of the shareholders loan to Get Wisdom in the sum of approximately HK$195.2 million for the purpose of funding Get Wisdoms repayment of such part of the shareholders loan owed by Get Wisdom to the Vendor pursuant to the terms of the SP Agreement.In addition to the corporate guarantee previously given by the Company of up to approximately HK$268.5 million to guarantee the obligations of Smart Dynasty under the Loan Agreement,the Company is required to further guarantee its additional 20%pro-rata obligations of Smart Dynasty under the Loan Agreement of up to an additional sum of approximately HK$179.0 million after completion of the Acquisition.CONVERSION OF NON-VOTING SHARES IN GET WISDOM LIMITED INTO ORDINARY SHARES Immediately after completion of the Acquisition,Get Wisdom is held as to 50%by the Vendor(comprising 5 Ordinary Shares)and 50%by the Purchaser(comprising 5 Non-voting Shares)and is an associated company of the Company.On 29 June 2010,the Purchaser further exercised the Conversion Right granted to holders of Non-voting Shares under the Shareholders Agreement,as a result of which,subject to the passing of an ordinary resolution by the shareholders of CSI(other than those,if any,who are required to abstain from voting under the Listing Rules),all of the 5 Non-voting Shares held by the Purchaser will be redeemed by Get Wisdom and be converted into 5 Ordinary Shares.Upon completion of the Conversion,which will only take effect subject to the passing of an ordinary resolution by the relevant shareholders of CSI,the entire issued share capital of -2-Get Wisdom will comprise Ordinary Shares only and Get Wisdom will be held as to 50%by the Vendor(comprising 5 Ordinary Shares)and 50%by the Purchaser(comprising 5 Ordinary Shares)and will remain an associated company of the Company.PUT OPTION Pursuant to the terms of the SP Agreement,upon the exercise of the Call Option by the Purchaser to acquire the Sale Non-voting Shares on 29 June 2010,the Vendor shall be entitled to exercise the Put Option during the period from the date of completion of the Acquisition to the expiry of 180 days thereafter(both dates inclusive)to require the Purchaser to purchase from the Vendor the Put Option Shares at the price of HK$7.80 per Put Option Share.Upon completion of the sale and purchase of the Put Option Shares pursuant to the exercise of the Put Option,in addition to the price payable for the Put Option Shares,the Purchaser shall advance the Purchasers pro-rata portion of the shareholders loan to Get Wisdom then outstanding in the sum of approximately HK$487.6 million for the purpose of funding Get Wisdoms repayment of such part of the shareholders loan owed by Get Wisdom to the Vendor pursuant to the terms of the SP Agreement.In the event that the Put Option is exercised by the Vendor and the sale and purchase of the Put Option Shares is completed,Get Wisdom shall become an indirect wholly-owned subsidiary of the Company and the results of the Get Wisdom Group will be consolidated in the financial statements of the Company thereafter.Under the Shareholders Agreement,the Company will then also be required to guarantee the obligations of Smart Dynasty under the existing bank loan of up to a total sum of HK$895 million.It is also a term of the Loan Agreement that for so long as any moneys are owing under the Loan Agreement,Smart Dynasty shall not approve or allow such change in shareholding of Get Wisdom without the prior written consent of the lending bank.GENERAL Get Wisdom is an investment holding company incorporated in the British Virgin Islands,the sole asset of which is the entire issued share capital of Smart Dynasty,being an investment holding company incorporated in Hong Kong.The sole asset of Smart Dynasty is the entire registered capital of Shanghai Xin Mao.Shanghai Xin Mao is a company incorporated in the PRC and is the registered owner of the Property,which is its sole asset of significance.The Property is a commercial building located in Shanghai,with a gross floor area of 43,335.55 square metres.Smart Dynasty completed the indirect acquisition of the property interest in the Property on 1 April 2010.The Acquisition,when aggregated with the Previous Acquisition,the possible exercise of the Put Option by the Vendor and the existing and possible additional corporate guarantee given or to be given by the Company in respect of the obligations of Smart Dynasty under the Loan Agreement,constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules as the applicable percentage ratios in respect thereof are greater than 5%but less than 25%,and is subject to the announcement requirement but exempt from shareholders approval requirement under the Listing Rules.-3-BACKGROUND Get Wisdom is an investment holding company incorporated in the British Virgin Islands with an issued share capital comprising 5 Ordinary Shares and 5 Non-voting Shares as at the date of this announcement.According to the memorandum and articles of association of Get Wisdom,the Non-voting Shares rank pari passu with the Ordinary Shares in respect of the right to dividend and as regards priority and proportion in respect of repayment of the capital paid up and the distribution of the surplus assets upon liquidation of Get Wisdom,but holders of Non-voting Shares shall have no right to vote in any meeting of the shareholders of Get Wisdom or to vote on a resolution of shareholders of Get Wisdom.On 18 December 2009,the Purchaser entered into the SP Agreement with the Vendor pursuant to which the Purchaser agreed to purchase,and the Vendor agreed to sell,3 Non-voting Shares(representing 30%of the issued share capital of Get Wisdom)for a cash consideration of HK$23.40.Pursuant to the terms of the SP Agreement,the Purchaser was also required to advance the Purchasers pro-rata portion of the shareholders loan to Get Wisdom.Prior to the Acquisition,the Purchaser has provided its pro-rata advance of approximately HK$292.4 million to Get Wisdom.Under the SP Agreement,in consideration of the payment of HK$1.00 by the Purchaser to the Vendor,the Vendor has granted the Call Option to the Purchaser to require the sale by the Vendor of the Sale Non-voting Shares to the Purchaser and in consideration of the payment of HK$1.00 by the Vendor to the Purchaser,the Purchaser has agreed to grant the Put Option to the Vendor to require the purchase by the Purchaser from the Vendor of the Put Option Shares conditional on the exercise of the Call Option by the Purchaser.Prior to completion of the Acquisition,Get Wisdom was an associated company of the Company and was held as to 70%by the Vendor(comprising 5 Ordinary Shares and the Sale Non-voting Shares)and 30%by the Purchaser(comprising 3 Non-voting Shares).The Previous Acquisition does not constitute any notifiable transaction or connected transaction under Chapter 14 or 14A of the Listing Rules.To finance the indirect acquisition of the property interest in the Property by Smart Dynasty(which was completed on 1 April 2010)and the working capital requirement of Smart Dynasty,Smart Dynasty had on 17 March 2010 obtained a loan facility of up to HK$895 million pursuant to the Loan Agreement.In this connection,the Company has executed a guarantee in favour of the lending bank to guarantee its pro-rata obligations of Smart Dynasty under the Loan Agreement of up to approximately HK$268.5 million,while CSI has executed a guarantee in favour of the lending bank to guarantee its pro-rata obligations of Smart Dynasty under the Loan Agreement of up to approximately HK$626.5 million.As at the date of this announcement,the loan facility has been fully drawn.ACQUISITION OF THE REMAINING NON-VOTING SHARES IN GET WISDOM LIMITED On 29 June 2010,the Purchaser,being an indirect wholly-owned subsidiary of the Company,exercised the Call Option to purchase the Sale Non-voting Shares,representing 20%of the issued share capital of Get Wisdom,from the Vendor at the price of HK$7.80 per Sale Non-voting Share.Completion of the Acquisition took place on 29 June 2010 whereupon the consideration for the Sale Non-voting Shares in the total sum of HK$15.60 was paid by the -4-Purchaser to the Vendor and the Purchaser advanced the Purchasers pro-rata portion of the shareholders loan to Get Wisdom in the sum of approximately HK$195.2 million for the purpose of funding Get Wisdoms repayment of such part of the shareholders loan owed by Get Wisdom to the Vendor pursuant to the terms of the SP Agreement.In addition to the corporate guarantee previously given by the Company of up to approximately HK$268.5 million to guarantee the obligations of Smart Dynasty under the Loan Agreement as mentioned in the section headed“Background”above,the Company is required to further guarantee its additional 20%pro-rata obligations of Smart Dynasty under the Loan Agreement of up to an additional sum of approximately HK$179.0 million after completion of the Acquisition.The consideration The aggregate consideration for the Previous Acquisition and the Acquisition(together with the pro-rata portion of the shareholders loan advanced to Get Wisdom by the Purchaser)is approximately HK$487.6 million.The said amount has been paid in cash upon completion of the Previous Acquisition and the Acquisition and has been financed by the internal resources of the Group.The consideration for the Acquisition and the Previous Acquisition as set out in the SP Agreement was agreed after arms length negotiation between the Vendor and the Purchaser and is equivalent to the par value of the 5 Non-voting Shares acquired by the Purchaser under the Acquisition and the Previous Acquisition and the face value of the pro-rata portion(that is,50%)of the shareholders loan then owed by Get Wisdom.The Company has also taken into account the rental income generated by the Property and the capital value of the Property in considering the consideration for the Acquisition and the Previous Acquisition.CONVERSION OF NON-VOTING SHARES IN GET WISDOM LIMITED INTO ORDINARY SHARES Immediately after completion of the Acquisition,Get Wisdom is held as to 50%by the Vendor(comprising 5 Ordinary Shares)and 50%by the Purchaser(comprising 5 Non-voting Shares)and is an associated company of the Company.On 29 June 2010,the Purchaser further exercised the Conversion Right granted to holders of Non-voting Shares under the Shareholders Agreement,as a result of which,subject to the passing of an ordinary resolution by the shareholders of CSI(other than those,if any,who are required to abstain from voting under the Listing Rules),all of the 5 Non-voting Shares held by the Purchaser will be redeemed by Get Wisdom and be converted into 5 Ordinary Shares.Upon completion of the Conversion,which will only take effect subject to the passing of an ordinary resolution by the relevant shareholders of CSI,the entire issued share capital of Get Wisdom will comprise Ordinary Shares only and Get Wisdom will be held as to 50%by the Vendor(comprising 5 Ordinary Shares)and 50%by the Purchaser(comprising 5 Ordinary Shares)and will remain an associated company of the Company.PUT OPTION Pursuant to the terms of the SP Agreement,upon the exercise of the Call Option by the Purchaser to acquire the Sale Non-voting Shares on 29 June 2010,the Vendor shall be entitled -5-to exercise the Put Option during the period from the date of completion of the Acquisition to the expiry of 180 days thereafter(both dates inclusive)by serving a written notice on the Purchaser to require the Purchaser to purchase from the Vendor the Put Option Shares at the price of HK$7.80 per Put Option Share.Upon completion of the sale and purchase of the Put Option Shares pursuant to the exercise of the Put Option,in addition to the price payable for the Put Option Shares,the Purchaser shall advance the Purchasers pro-rata portion of the shareholders loan to Get Wisdom then outstanding in the sum of approximately HK$487.6 million for the purpose of funding Get Wisdoms repayment of such part of the shareholders loan owed by Get Wisdom to the Vendor pursuant to the terms of the SP Agreement.It is currently intended that,in the event of the exercise of the Put Option by the Vendor,the price payable for the Put Option Shares and the pro-rata portion of the shareholders loan to be advanced to Get Wisdom shall be funded by the internal resources of the Group.The exercise price of the Put Option was agreed after arms length negotiation between the Vendor and the Purchaser on the same basis as those for determining the consideration for the Acquisition and the Previous Acquisition and is equivalent to the par value of the Put Option Shares and the face value of the pro-rata portion(that is,50%)of the shareholders loan to Get Wisdom then outstanding.In the event that the Put Option is exercised by the Vendor and the sale and purchase of the Put Option Shares is completed,Get Wisdom shall become an indirect wholly-owned subsidiary of the Company and the results of the Get Wisdom Group will be consolidated in the financial statements of the Company thereafter.Under the Shareholders Agreement,the Company will then also be required to guarantee the obligations of Smart Dynasty under the existing bank loan of up to a total sum of HK$895 million.It is also a term of the Loan Agreement that for so long as any moneys are owing under the Loan Agreement,Smart Dynasty shall not approve or allow such change in shareholding of Get Wisdom without the prior written consent of the lending bank.INFORMATION OF THE GROUP AND THE VENDOR The Group is principally engaged in property investment and development,brokerage,securities investment,money lending and cosmetic distribution and trading.The Vendor,being a wholly-owned subsidiary of CSI,is an investment holding company holding Get Wisdom as its sole investment.As at the date o
