Genting Hong Kong 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. Genting Hong Kong Limited (Continued into Bermuda with limited liability) (Stock Code: 678) REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS Reference is made to the Announcement in relation to the continuing connected transactions between the Group and the GENT Group under the WC Agreements and the JPM Agreement, with respect to WorldCard customer loyalty programme and certain joint promotion and marketing activities, which were renewed by the Amendment Agreements for a further period of three years from 1 January 2011 to 31 December Unless otherwise defined, capitalized terms used herein have the same meanings as those adopted in the Announcement. In view of the anticipated continuing increase in the amount of transactions as a result of active marketing efforts contemplated under the WC Agreements (including any further addenda) and the JPM Agreement (including any further addenda) as amended and supplemented by the Amendment Agreements, the Original Annual Caps in respect of each of the two years ending 31 December 2013 will not be sufficient. Pursuant to the Listing Rules, if the Company proposes to revise the annual cap(s) for a continuing connected transaction, the Company will be required to re-comply with the provisions of Chapter 14A of the Listings Rules in relation to the relevant connected transaction. 1

2 As the applicable percentage ratios for the Revised Annual Caps in respect of each of (i) the total annual amounts paid/payable by the Group to the GENT Group and (ii) the total annual amounts received/receivable by the Group from the GENT Group in respect of the continuing connected transactions under the WC Agreements (including any further addenda) and the JPM Agreement (including any further addenda) as amended and supplemented by the Amendment Agreements for each of the two years ending 31 December 2013 are expected to be more than 0.1% but less than 5%, the Revision of Annual Caps is subject to the reporting and announcement requirements but is exempt from the independent shareholders approval requirement under the Listing Rules. 1. BACKGROUND Reference is made to the Announcement in relation to the continuing connected transactions between the Group and the GENT Group under the WC Agreements and the JPM Agreement, with respect to WorldCard customer loyalty programme and certain joint promotion and marketing activities, which were renewed by the Amendment Agreements for a further period of three years from 1 January 2011 to 31 December Pursuant to the WC Agreements, SCM, being a member of the Group, agrees to become a WC Merchant of the WC Programme operated by the WCIL Group in countries and territories outside Malaysia. The WCIL Group is wholly-owned by RWI, a company indirectly owned by GENT and GHL (as trustee of GHUT) in equal share. Pursuant to the JPM Agreement, GENM, being a member of GENT Group and a substantial shareholder of the Company, and SCM, being a member of the Group, agree to engage in certain joint promotion and marketing programmes to be implemented from time to time for the joint promotion of their respective businesses. 2. REVISION OF ANNUAL CAPS The aggregate amounts paid and received by the Group under the terms of the WC Agreements and the JPM Agreement as amended by the Amendment Agreements for the year ended 31 December 2011 were approximately US$1.65 million (equivalent to approximately HK$12.87 million) and US$1.49 million (equivalent to approximately HK$11.62 million) respectively which are very close to the Original Annual Caps of US$2 million (equivalent to approximately HK$15.6 million) and US$1.5 million (equivalent to approximately HK$11.7 million) respectively for the year ended 31 December In view of the 2

3 anticipated continuing increase in the amount of transactions as a result of active marketing efforts contemplated under the WC Agreements (including any further addenda) and the JPM Agreement (including any further addenda) as amended and supplemented by the Amendment Agreements, the Original Annual Caps in respect of each of the two years ending 31 December 2013 will not be sufficient. The Directors therefore consider that the revision of the Original Annual Caps for each of the two years ending 31 December 2013 would be appropriate. The Original Annual Caps and the Revised Annual Caps for each of the two years ending 31 December 2013 are as follows: Original Annual Caps for the year ending 31 December 2012 Revised Annual Caps for the year ending 31 December 2012 US$ 000 (HK$ 000) Original Annual Caps for the year ending 31 December 2013 Revised Annual Caps for the year ending 31 December 2013 Annual amounts paid/payable by the Group 2,000 (15,600) 5,000 (39,000) 2,000 (15,600) 5,000 (39,000) Annual amounts received/receivable by the Group 1,500 (11,700) 5,000 (39,000) 1,500 (11,700) 5,000 (39,000) 3. BASIS OF THE REVISED ANNUAL CAPS The Revised Annual Caps set out above have been determined based on a number of factors including: (a) previous levels of transactions under the WC Agreements and the JPM Agreement; (b) consistent level of transactions under the WC Agreements and the JPM Agreement as amended and supplemented by the Amendment Agreements during the financial year ended 31 December 2011; (c) consistent level of transactions of the WC Programme to cover sales of the Tour Packages at the Group s onshore outlets in Malaysia, Singapore and Hong Kong; 3

4 (d) continuing increase in the amount of transactions as a result of active marketing efforts contemplated under the WC Agreements (including any further addenda) and the JPM Agreement (including any further addenda) as amended and supplemented by the Amendment Agreements; and (e) a reasonable amount to cater for any unexpected increase in the amount of transactions during the financial years ending 31 December 2012 and 2013, which might arise due to future potential increase in the number of cruises and passengers and increase in the popularity of the WC Programme. 4. GENERAL INFORMATION The Group is principally engaged in the business of cruise and cruise related operations and leisure, entertainment and hospitality activities. The WCIL Group operates and manages the WorldCard customer loyalty programme in countries and territories outside Malaysia. The WCIL Group is wholly-owned by RWI which in turn is a company indirectly owned by GENT and GHL (as trustee of GHUT) in equal share. The GENT Group is principally engaged in leisure and hospitality, gaming and entertainment businesses, development and operation of integrated resort, plantation, the generation and supply of electric power, property development and management, tours and travel related services, genomics research and development, investments and oil and gas exploration and development activities. GENM, being a member of the GENT Group and a substantial shareholder of the Company, is involved in the tourist resort business at Resorts World Genting in Malaysia and its activities cover leisure and hospitality services, which comprise gaming, hotel, entertainment and amusement. The Board (including the independent non-executive directors), with Tan Sri Lim Kok Thay (the Chairman, Executive Director and Chief Executive Officer and a substantial shareholder of the Company, the Chairman and Chief Executive of GENT and GENM, the founder and a beneficiary of the discretionary trust holding GHUT, and a director of GHL who, by virtue of his interest in GENT and the said discretionary trust and in view of GENT s interest in GENM, is regarded as having a material interest in the Revision of Annual Caps) having abstained from voting on the relevant board resolutions, considered that the Revision of Annual Caps is on normal commercial terms, is fair and reasonable so far as the shareholders of the Company are concerned and it will be in the interests of the Company and its shareholders as a whole for the Revision of Annual Caps to be undertaken. 4

5 5. LISTING RULES IMPLICATIONS Pursuant to the Listing Rules, if the Company proposes to revise the annual cap(s) for a continuing connected transaction, the Company will be required to re-comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant connected transaction. GENT is an indirect substantial shareholder of the Company having an attributable interest of approximately 18.70% in the issued share capital of the Company as at the date of this announcement by virtue of, inter alia, its interest in GENM; GENM is a substantial shareholder of the Company holding approximately 18.44% interest in the issued share capital of the Company as at the date of this announcement; therefore both GENT and GENM are connected persons of the Company, and members of the GENT Group are also connected persons of the Company under the Listing Rules. GHL (as trustee of GHUT) is a substantial shareholder of the Company holding approximately 45.31% interest in the issued share capital of the Company as at the date of this announcement, hence GHL (as trustee of GHUT) is a connected person of the Company, and associates of GHL (as trustee of GHUT) are also connected persons of the Company under the Listing Rules. The WCIL Group, which operates the WorldCard customer loyalty programme in countries and territories outside Malaysia, is indirectly owned by GENT and GHL (as trustee of GHUT) in equal share, is therefore an associate of GENT and GHL (as trustee of GHUT) respectively, and is a connected person of the Company under the Listing Rules. Accordingly, the Revision of Annual Caps in respect of the transactions between the Group and the GENT Group under the WC Agreements (including any further addenda) and the JPM Agreement (including any further addenda) as amended and supplemented by the Amendment Agreements constitute continuing connected transactions of the Company under the Listing Rules. 5

6 The applicable percentage ratios for the Revised Annual Caps of (i) the total amounts paid/payable by the Group to the GENT Group and (ii) the total amounts received/receivable by the Group from the GENT Group in respect of the continuing connected transactions under the WC Agreements (including any further addenda) and the JPM Agreement (including any further addenda) as amended and supplemented by the Amendment Agreements for each of the two years ending 31 December 2013, are expected to be more than 0.1% but less than 5%. Accordingly, the Revision of Annual Caps would exceed the de minimis threshold provided in Rule 14A.33 of the Listing Rules, and is subject to the reporting and announcement requirements but is exempt from independent shareholders approval requirement under the Rule 14A.34 of the Listing Rules. 6. DEFINITIONS Unless otherwise defined, capitalized terms used herein have the same meanings as those adopted in the Announcement. In this announcement, unless the context requires otherwise, the following terms have the meanings set out below: Announcement Company Directors GENM the announcement of the Company dated 23 December 2010 Genting Hong Kong Limited, an exempted company continued into Bermuda with limited liability and the shares of which are listed on the main board of the Stock Exchange and traded on the GlobalQuote of the Singapore Exchange Securities Trading Limited directors of the Company Genting Malaysia Berhad, a company incorporated in Malaysia and listed on the main market of Bursa Malaysia Securities Berhad. GENM is held as to 49.33% by GENT, and is consolidated as a subsidiary of GENT for accounting purpose 6

7 GENT GENT Group GHL GHUT Original Annual Caps Revised Annual Caps Genting Berhad, a company incorporated in Malaysia and listed on the main market of Bursa Malaysia Securities Berhad. GENT is an indirect substantial shareholder of the Company having an attributable interest of approximately 18.70% in the issued share capital of the Company GENT, its subsidiaries and associated companies from time to time Golden Hope Limited, a company incorporated in the Isle of Man and as trustee of GHUT, a substantial shareholder of the Company Golden Hope Unit Trust, a private unit trust held directly and indirectly by IFG International Trust Company Limited as trustee of a discretionary trust, the beneficiaries of which are Tan Sri Lim Kok Thay and certain members of his family the expected maximum aggregate annual figures of each of the amounts payable and the amounts receivable by the Group under the terms of the WC Agreements (including any further addenda) and the JPM Agreement (including any further addenda) as amended by the Amendment Agreements as disclosed in the Announcement, for each of the three years ending 31 December 2013, respectively the revised expected maximum aggregate annual figures of each of the amounts paid/payable and the amounts received/receivable by the Group under the terms of the WC Agreements (including any further addenda) and the JPM Agreement (including any further addenda) as amended by the Amendment Agreements as set out under paragraph headed Revision of Annual Caps in this announcement, for each of the two years ending 31 December 2013, respectively 7

8 Revision of Annual Caps RWI the revision of the Original Annual Caps for each of the two years ending 31 December 2013, respectively as set out in this announcement Resorts World Inc Pte. Ltd., a company incorporated in Singapore and indirectly owned by GENT and GHL (as trustee of GHUT) in equal share WCIL WorldCard International Limited, a company incorporated in the Isle of Man and wholly-owned by RWI WCIL Group WCIL, its subsidiaries and associated companies from time to time By order of the Board of Genting Hong Kong Limited Louisa Tam Suet Lin Company Secretary Hong Kong, 6 June 2012 As at the date of this announcement, the Board comprises one Executive Director, namely Tan Sri Lim Kok Thay, four Independent Non-executive Directors, namely Mr. Alan Howard Smith, Mr. Tan Boon Seng, Mr. Lim Lay Leng and Mr. Heah Sieu Lay, and one Non-executive Director, namely Mr. Au Fook Yew. Unless otherwise specified in this announcement, amounts denominated in US$ have been converted, for the purpose of illustration only, into HK$ based on the exchange rate of US$1=HK$7.80. No representation is made that the amounts stated in this announcement have been or could have been or could be converted at the above rate or at any other rates or at all. 8