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.
Gemini Investments (Holdings) Limited盛 洋 投 資（控 股）有 限 公 司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 174) MAJOR TRANSACTION IN RELATION TO ACQUISITIONS OF PROPERTIES IN THE U.S.Before trading hours of the Stock Exchange on 27 May 2016, Purchaser A (an indirect wholly- owned subsidiary of the Company) and Vendor A entered into the Agreement A to acquire the Property A, whereas Purchaser B (an indirect wholly-owned subsidiary of the Company) and Vendor B entered into the Agreement B to acquire the Property B.
The Properties are adjacent to each other and are located at Sixth Avenue which is one of the busiest retail districts in Manhattan, New York City, the U.S. Property A is a retail property which is currently vacant. Property B is a residential and retail mixed development, a portion of which is leased out to Independent Third Parties.
The aggregate cash consideration for the Properties is US$53 million (equivalent to approximately HK$410.8 million), which is determined after arm's length negotiations with the Vendors with reference to, among other things, the preliminary valuation of the Properties and is intended to be funded by internal resources of the Group. The Group intends to hold the Properties for resale purpose or renovate the Properties' existing structures so as to increase their value.
As one or more of the applicable percentage ratios for the Acquisitions is more than 25% but less than 100%, the Acquisitions constitute a major transaction for the Company under Chapter 14 of the Listing Rules which is subject to, among other things, the announcement requirement and the approval of the Shareholders.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Agreements and the transactions contemplated thereunder and accordingly, no Shareholder is required to abstain from voting if the Company were to convene a Shareholders' meeting for approving the Agreements and the transactions contemplated thereunder. Grand Beauty, being the controlling Shareholder holding 312,504,625 Shares (representing approximately 69.29% of the issued Shares as at the date of the Agreements), has given its written approval for the Agreements and the transactions contemplated thereunder and such written approval is accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. Accordingly, no physical Shareholders' meeting will be held by the Company for approving the Agreements and the transactions contemplated thereunder.
A circular containing, among other things, details of the Agreements and the transactions contemplated thereunder, financial information of the Group and the Properties, valuation reports of the Properties, and other information as required under the Listing Rules will be despatched by the Company to the Shareholders on or before 20 June 2016 in accordance with the Listing Rules.
The Board is pleased to announce that before trading hours of the Stock Exchange on 27 May 2016:
Purchaser A and the Vendor A entered into the Agreement A pursuant to which Vendor A has agreed to sell and convey to Purchaser A, and Purchaser A has agreed to purchase from Vendor A the Property A situated at 531-537 Sixth Avenue, Manhattan, New York City, the U.S.; and
Purchaser B and Vendor B entered into the Agreement B pursuant to which Vendor B has agreed to sell and convey to Purchaser B, and Purchaser B has agreed to purchase from Vendor B the Property B situated at 539 Sixth Avenue, Manhattan, New York City, the U.S.
Details of the Agreements and the Properties are set out below:
THE AGREEMENT A Date26 May 2016 (New York time)
PartiesMs. Eva Usdan, The Samuel Flug Colin 2004 Legacy Trust and Ms. Rebecca Diane Colin (together as Vendor A and each as holder of an undivided one-third interest as tenants-in- common) (as vendor); and
Purchaser A, an indirect wholly-owned subsidiary of the Company (as purchaser).
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, (i) the principal activity of The Samuel Flug Colin 2004 Legacy Trust is real estate investment holding; and (ii) Ms. Eva Usdan, Ms. Rebecca Diane Colin, The Samuel Flug Colin 2004 Legacy Trust and the ultimate beneficial owner(s) of The Samuel Flug Colin 2004 Legacy Trust are Independent Third Parties.
Asset to be acquiredPursuant to the Agreement A, Vendor A has agreed to sell and convey to Purchaser A, and Purchaser A has agreed to purchase from Vendor A the Property A upon the terms and conditions therein.
ConsiderationThe consideration for the Property A is US$42.4 million (equivalent to approximately HK$328.6 million) (subject to the apportionments as provided in the Agreement A, if any), which shall be payable by Purchaser A in cash in the following manner:
as to US$4.24 million (representing 10% of the total consideration) (the "Down Payment A"), upon execution of the Agreement A (which shall be payable to an escrow agent and released to Vendor A at the Closing); and
as to the balance of US$38.16 million (as adjusted by the apportionments as provided in the Agreement A, if any, and described below), at the Closing.
As at the date of this announcement, the Down Payment A has been settled by Purchaser A in cash.
Under the Agreement A, certain apportionments may be made for items including real estate taxes, unmetered water and sewer charges and vault charges and other municipal or governmental assessments on the Property A, unmetered charges and fees due under contracts for supply to the Property A of heat, steam, electric power, gas, light and telephone (if any), charges or fees for transferable licenses and permits for contract rights transfers, and other items customarily apportioned in connection with sales of commercial properties in New York County, New York.
ClosingClosing of the Agreement A is conditional (subject to Purchaser A's and Seller A's option to waive) upon, among other things, the simultaneous Closing of the Agreement B (provided, however, that Vendor A's obligation to close thereunder shall not be conditioned on the simultaneous Closing of the Agreement B if the Agreement B does not simultaneously close because Vendor B either (a) has defaulted under the Agreement B beyond any applicable notice and cure periods or (b) is unable to convey the Property B to Purchaser B as of the Closing date or adjourned closing date).
Closing of the Agreement A shall occur on the date that is 180 days after the date of the Agreement A, but Vendor A may, subject to the terms of the Agreement A:
accelerate the Closing by written notice to Purchaser A, specifying the accelerated date of Closing, provided that the date so specified is a date no earlier than 15 Business Days from the date upon which Purchaser A receives such notice (provided that Vendor A shall be required to cause the acceleration of the Closing under the Agreement B to such accelerated date of Closing); and
adjourn the Closing (and the Closing under the Agreement B) by written notice to Purchaser A no later than 5 days prior to the Closing date or the adjourned closing date, one or more times (but in no event more than three times) for a period not to exceed 90 days, in the aggregate.
Under certain circumstances stipulated in the Agreement A in which Purchaser A defaults in the performance of any of its material obligations to be performed on or prior to Closing of the Agreement A, Vendor A is entitled to retain the Down Payment A as full and complete liquidated and agreed damages, and the Agreement A shall terminate and cease to be of any effect except for certain provisions expressly provided therein.
Under certain circumstances stipulated in the Agreement A in which Vendor A defaults in the performance of any of its material obligations to be performed on or prior to Closing of the Agreement A, Purchaser A may elect to terminate the Agreement A in which event Purchaser A's sole right shall be the return of the Down Payment A and the reimbursement by Vendor A to Purchaser A for all of Purchaser A's third party expenses incurred in the review of the Property A and its negotiation and execution of the Agreement A up to a maximum aggregate amount of US$212,000 (equivalent to approximately HK$1,643,000) and upon Purchaser A's receipt of which, no party thereto shall have any further rights, obligations and, duties or liabilities under the Agreement A, and shall be released from any further liability thereunder except for the provisions thereof intended to survive the termination of the Agreement A.
THE AGREEMENT B Date26 May 2016 (New York time)
Parties539 6th LLC (i.e. Vendor B) (as vendor); and
Purchaser B, an indirect wholly-owned subsidiary of the Company (as purchaser).