Carnival Group International Holdings Limited

Transcription

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. Carnival Group International Holdings Limited (Incorporated in Bermuda with limited liability) (Stock Code: 00996) DISCLOSEABLE TRANSACTION IN RELATION TO CONVERSION AND ISSUANCE OF SHARES IN NICE RACE MANAGEMENT LIMITED Financial adviser to the Company INTRODUCTION The Board is pleased to announce that on 22 December 2017 (after trading hours), the Company, the Disposal Company (a direct wholly-owned subsidiary of the Company), and the Investor entered into the Shares Subscription Agreement, pursuant to which, (a) the Investor has conditionally agreed to subscribe for the Subscription Shares at the consideration of USD100 which is calculated based on the total number of Subscription Shares and the par value of USD0.001 per share, which can be settled by HK$780 (calculated based on the Agreed Exchange Rate); and (b) the Company has agreed to convert all Existing Shares into 1 Non-Voting Deferred Share at the consideration of HK$280,000,000. 1

2 The aggregate consideration is HK$280,000,780, comprising (a) USD100 which is calculated based on the total number of Subscription Shares and the par value of USD0.001 per share, which can be settled by HK$780 (calculated based on the Agreed Exchange Rate) for the Subscription; (b) HK$280,000,000 for the Deferred Share Conversion. The Consideration will be satisfied in cash. Upon Completion and the Deferred Share Conversion becoming effective, the Group will be interested in approximately 0.001% in the Disposal Company. The Disposal Group will cease to be subsidiaries of the Company and financial results of the Disposal Group will no longer be consolidated into the financial statements of the Group. IMPLICATIONS UNDER THE LISTING RULES As one of the applicable percentage ratios in respect of the Transaction exceeds 5% but is less than 25%, the Transaction constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to reporting and announcement requirements but exempt from the Shareholders approval requirement under the Listing Rules. INTRODUCTION The Board is pleased to announce that on 22 December 2017 (after trading hours), the Company, the Disposal Company (a direct wholly-owned subsidiary of the Company), and the Investor entered into the Shares Subscription Agreement, pursuant to which, (a) the Investor has conditionally agreed to subscribe for the Subscription Shares at the consideration of USD100 which is calculated based on the total number of Subscription Shares and the par value of USD0.001 per share, which can be settled by HK$780 (calculated based on the Agreed Exchange Rate); and (b) the Company has agreed to convert all Existing Shares into 1 Non-Voting Deferred Share at the consideration of HK$280,000,000. 2

3 THE SHARES SUBSCRIPTION AGREEMENT Date: 22 December 2017 (after trading hours) Parties Existing Shareholder and Warrantor: the Company Investor: Basic Astute Limited Disposal Company: Nice Race Management Limited The Investor is a company incorporated in BVI with limited liability. The principal business of the Investor is investment holding. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, the Investor and its ultimate beneficial owner(s) are independent third parties not connected with the Company or Connected Persons of the Company. Subject Matter of the Transaction The subject matter of the Transaction comprises the Subscription Shares, which will represent all the ordinary shares in the issued share capital of the Disposal Company held by the Investor upon Completion and the Deferred Share Conversion becoming effective. Further details of the Disposal Group is set out in the section headed Information of the Disposal Group below. 3

4 Deferred Share Conversion Pursuant to the Shares Subscription Agreement, for the purpose of effecting the Deferred Share Conversion, the Company has agreed to (a) procure the Disposal Company to adopt the Amendments which shall take effect after the New M&A has been registered with the relevant BVI Authority; and (b) convert all Existing Shares into 1 Non-Voting Deferred Share after the Amendments become effective. As a result of the Deferred Share Conversion, following Completion and the Amendments: (i) the Investor will be the holder of the Subscription Shares, representing all the ordinary shares of the Disposal Company in issue; (ii) the Company will be the holder of 1 Non-Voting Deferred Share; (iii) the Company will not be entitled to any dividends which may be declared by the board of directors of the Disposal Company from time to time; (iv) the Company will not be entitled to any distribution of assets on winding up of the Disposal Company as regards the first US$100 trillion of such assets and one half of the balance of such assets shall belong to and be distributed to the Company and the other half thereof to the Investor; (v) effectively, the Company will not be entitled to any participation in the profits and assets of the Disposal Company; and (vi) the Company will not be entitled to vote at any general meeting of the Disposal Company. 4

5 Consideration and payment terms The aggregate consideration is HK$280,000,780, comprising (a) USD100 which is calculated based on the total number of Subscription Shares and the par value of USD0.001 per share, which can be settled by HK$780 (calculated based on the Agreed Exchange Rate) for the Subscription; (b) HK$280,000,000 for the Deferred Share Conversion. The Consideration will be satisfied in cash. The consideration of USD100 which is calculated based on the total number of Subscription Shares and the par value of USD0.001 per share, which can be settled by HK$780 (calculated based on the Agreed Exchange Rate) for the Subscription will be receivable by the Disposal Company from the Investor at Completion. Subject to Completion and the Deferred Share Conversion becoming effective, the consideration of HK$280,000,000 for the Deferred Share Conversion will be receivable by the Company from the Investor on or before 30 April 2018 or such other date as may be agreed between the Investor and the Company in writing. The Consideration was arrived at after arm s length negotiations between the Company and the Investor on normal commercial terms by taking into account (i) the net liability of the Disposal Group in the amount of approximately RMB712 million (equivalent to approximately HK$841 million) as at 30 November 2017; (ii) the goodwill and intangible assets in respect of the Disposal Group recorded in the consolidated accounts of the Group in the amount of approximately HK$870 million and HK$207 million respectively as at 30 November 2017; and (iii) the reasons for the Transaction as set out in the section headed Reasons for the Transaction below. Conditions precedent Completion is subject to the following Conditions being satisfied: (i) the Investor shall have completed to its satisfaction due diligence on the business, legal and financial aspects of the Disposal Group; 5

6 (ii) the Company and the Disposal Company shall have obtained all approvals from their respective board of directors in connection with the Shares Subscription Agreement and the Transaction; (iii) no event, or series of events, shall have occurred after the date of the Shares Subscription Agreement which constitutes or is reasonably likely, to result in any Material Adverse Effect; (iv) there shall not have been any breach or any facts or circumstances that may reasonably be expected to lead to a breach, of any covenant, undertaking, warranty, agreement, obligation or condition contained in the Shares Subscription Agreement before Completion; (v) all authorisations, consents, approvals, waivers or permits which are necessary or relevant to give effect to the Transaction shall have been granted, received and obtained either without conditions or requirements; or with conditions and requirements that are acceptable to the Investor; and (vi) the Company shall have complied with all applicable disclosure, Shareholders approval, if required, and other requirements under the Listing Rules for the Transaction. A Condition (other than Condition (vi)) may be waived by the Investor in writing. If any of the Conditions have not been fulfilled or waived (as the case may be) on or before the 31 March 2018, the Investor may terminate the Shares Subscription Agreement and no party shall have any claim against any other party except in respect of any rights and liabilities which have accrued before such termination. Completion Completion shall take place within 3 Business Days following the fulfilment or waiver (as the case may be) of the last Condition, or such other date as agreed by the Parties in writing. Prior to the Completion, the board of directors of the Disposal Company and the Board, in its capacity as a shareholder of the Disposal Company, shall be required to pass all resolutions to (i) adopt the Amendments and (ii) approve the Deferred Share Conversion, and file the New M&A with the relevant BVI Authority for registration. 6

7 INFORMATION OF THE DISPOSAL GROUP The Disposal Company is an investment holding company incorporated in BVI with limited liability. The Disposal Group is principally engaged in the operation of restaurants providing buffet, banquet, exquisite dining and related service under the brand of Golden Jaguar. The unaudited consolidated financial statements of the Disposal Group for the two years ended 31 December 2015 and 31 December 2016 are set out below: For the year For the year ended ended 31 December 31 December (HKD 000) (HKD 000) (unaudited) (unaudited) Net loss before taxation 317,794 78,532 Net loss after taxation 317,794 78,967 According to the unaudited consolidated management accounts of the Disposal Group, the Disposal Group recorded unaudited net liabilities of approximately RMB712 million (equivalent to approximately HK$841 million) as at 30 November FINANCIAL EFFECT OF THE TRANSACTION AND USE OF PROCEEDS Upon Completion and subject to the Deferred Conversion becoming effective, the Company will not hold any ordinary shares in the Disposal Company and the Disposal Group will cease to be subsidiaries of the Company. It is estimated that an unaudited gain of approximately HK$44 million will arise from the Transaction. Such estimated unaudited gain is calculated with reference to (i) the consideration for the Transaction in the amount of HK$280,000,780; (ii) the unaudited net liability of the Disposal Group as at 30 November 2017 in the amount of approximately RMB712 million (equivalent to approximately HK$841 million); (iii) the goodwill and intangible assets in respect of the Disposal Group recorded in the consolidated accounts of the Group in the amount of approximately HK$870 million and HK$207 million respectively as at 30 November 2017 and (iv) all relevant expenses incidental to the Transaction. 7

8 The actual loss or gain to be recognized by the Group is subject to the unaudited consolidated management accounts of the Disposal Group upon Completion and the carrying amounts of the item (iii) as mentioned above as at the date of Completion and the audit of the Group for the year ending 31 December Upon Completion and the Deferred Share Conversion becoming effective, the Company will hold 1 Non-Voting Deferred Share which will represent approximately 0.001% equity interest in the Disposal Company. The Disposal Group will cease to be subsidiaries of the Group and financial results of the Disposal Group will no longer be consolidated into the financial statements of the Group. After deducting the professional fees in connection with the Transaction, it is estimated that the net proceeds from the Transaction would be approximately HK$278 million. The Company intends to use the net proceeds from the Transaction as general working capital of the Group and such other business opportunities, if any, to be identified by the Company. REASONS FOR THE TRANSACTION The Company is an investment holding company, and through its subsidiaries and associated companies, is principally engaged in the theme-based leisure and consumption business, focusing on the design, development and operation of integrated large scale tourist complex projects in key cities in and outside the PRC that comprise of theme parks, hotels, shopping and leisure facilities, as well as other theme-based consumption. As disclosed in the unaudited interim reports of the Company for the six months ended 30 June 2016 and 2017 ( Interim Reports ), the catering business of the Group had a negative segment result in the amount of approximately HK$324 million as at 30 June 2017 deteriorated from the amount of approximately HK$94 million as at 30 June Both the net loss before tax of the Group for the six months ended 30 June 2016 and 2017 were mainly contributed from the unsatisfactory performance of the catering business. Taking into account the Group will receive net proceeds of approximately HK$278 million and the Disposal Group is in a net liability position as at 30 November 2017, the working capital of the Group will be improved upon Completion. The Directors consider that the Transaction represents an opportunity for the Company to realise its investment in the Disposal Group and deploy its resources into other business segments which may generate better return to the Group. 8

9 The Directors consider that the terms of the Transaction are fair and reasonable and the Shares Subscription Agreement was entered into on normal commercial terms and that the Transaction is in the interest of the Company and the Shareholders as a whole. LISTING RULE IMPLICATIONS As one of the applicable percentage ratios in respect of the Transaction exceeds 5% but is less than 25%, the Transaction constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to reporting and announcement requirements but exempt from the Shareholders approval requirement under the Listing Rules. TERMS USED IN THIS ANNOUNCEMENT Agreed Exchange Rate means the fixed exchange rate between HK$ and USD (at the rate of USD1.0:HK$7.8) that the Parties adopted to calculate the consideration for subscribing for the Subscription Shares Amendments the amendments to the memorandum and articles of association of the Disposal Group to facilitate the Deferred Share Conversion Authority means any nation or government or any federation, province, state or any other political subdivision thereof; any entity, authority or body exercising legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission, instrumentality, securities exchange, supervisory or regulatory body of any country, or any political subdivision thereof; any court, tribunal or arbitrator, and any self-regulatory organisation, in each case having relevant and competent jurisdiction Board the board of Directors BVI the British Virgin Islands 9

10 Company or Existing Shareholder or Warrantor Carnival Group International Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange (Stock Code: 00996) Completion the completion of the Transaction in accordance with the terms and conditions of the Shares Subscription Agreement Condition(s) the conditions precedent to the completion of the Shares Subscription Agreement Connected Person(s) as defined under the Listing Rules Consideration the consideration for the Transaction in the amount of HK$280,000,780 Deferred Share Conversion the conversion by the Company of all its Existing Shares into 1 Non-Voting Deferred Share pursuant to the Shares Subscription Agreement Director(s) director(s) of the Company Disposal Company Nice Race Management Limited, a company incorporated in BVI with limited liability and a direct wholly-owned subsidiary of the Company Disposal Group the Disposal Company and its subsidiaries Existing Shares 30,612,451,020 ordinary shares of the Disposal Company, with a par value of USD0.001 each representing the entire issued shares of Disposal Company as at the date of the Shares Subscription Agreement Group the Company and its subsidiaries HK$ Hong Kong dollars, the lawful currency of Hong Kong 10

11 Hong Kong the Hong Kong Special Administrative Region of PRC Investor Basic Astute Limited, a company incorporated in BVI with limited liability Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Material Adverse Effect a material adverse effect on (a) the business, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Disposal Company, any company in the Disposal Group or the Disposal Group taken as a whole; (b) the ability of the Company to perform its obligations under any of the Transaction Documents to which it is a party; (c) the validity or enforceability of any Transaction Documents; or (d) the rights or remedies of the Investor under any Transaction Documents New M&A means the memorandum and articles of association of the Disposal Company following the adoption of the Amendments Non-Voting Deferred Share(s) the non-voting deferred shares of the Disposal Company with such rights and restrictions as set out in the Amendments Party(ies) the Company, the Disposal Company and the Investor PRC the People s Republic of China, which for the purpose of this announcement excludes Hong Kong, Macau and Taiwan RMB Renminbi, the lawful currency of the PRC Share(s) ordinary share(s) of nominal value of HK$0.2 each in the share capital of the Company Shareholder(s) holder(s) of the Shares 11

12 Shares Subscription Agreement the agreement dated 22 December 2017 entered into between the Parties in respect of the Subscription and Deferred Share Conversion Stock Exchange The Stock Exchange of Hong Kong Limited Subscription the subscription by the Investor of the Subscription Shares pursuant to the Shares Subscription Agreement Subscription Shares 100,000 ordinary shares, representing all the issued ordinary shares of the Disposal Company immediately following Completion and upon the Deferred Share Conversion becoming effective Transaction the transactions contemplated under the Shares Subscription Agreement and other documents referred thereto Transaction Documents (a) the Shares Subscription Agreement; and (b) any other document designated as a transaction document by the Parties in writing USD United States dollars, the lawful currency of the United States of America % per cent By order of the Board Carnival Group International Holdings Limited King Pak Fu Chairman Hong Kong, 22 December 2017 The Board, as at the date of this announcement, comprises Mr. King Pak Fu (Chairman), Mr. Wang Chunning (Chief Executive Officer), Mr. Gong Xiao Cheng and, Mr. Wang Yikun as executive Directors, and Mr. Chan Wai Cheung Admiral, Mr. Lie Chi Wing and Ms. Hu Gin Ing as independent non-executive Directors. 12