THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Hanison Construction Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 896)
MAJOR TRANSACTION
IN RELATION TO THE ACQUISITION OF
THE SALE SHARES AND THE SHAREHOLDER LOAN
OF A TARGET COMPANY
All capitalised terms used in this circular have the meaning set out in the section headed ''Definitions'' of this circular.
A letter from the Board containing details of the Acquisition is set out on pages 7 to 17 of this circular.
The Company has obtained written Shareholders' approval for the Acquisition pursuant to Rule 14.44 of the Listing Rules from the Relevant Shareholders who form a closely allied group of Shareholders and together hold more than 50% of the voting rights at a general meeting to approve the Acquisition. Accordingly, no Shareholders' meeting will be held to approve the Acquisition pursuant to Rule 14.44 of the Listing Rules. This circular is being despatched to the Shareholders for information only.
25 September 2019
CONTENTS
Page | ||
DEFINITIONS . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 | |
APPENDIX I | - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . | 18 |
APPENDIX II | - ACCOUNTANTS' REPORT OF THE TARGET GROUP . . . . . . | 21 |
APPENDIX III | - UNAUDITED PRO FORMA FINANCIAL INFORMATION | |
OF THE ENLARGED GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 92 | |
APPENDIX IV | - MANAGEMENT DISCUSSION AND ANALYSIS | |
OF THE TARGET GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 101 | |
APPENDIX V | - VALUATION REPORT ON THE PROPERTY . . . . . . . . . . . . . . . . | 104 |
APPENDIX VI | - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 123 |
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DEFINITIONS
In this circular and the appendices to it, unless the context otherwise requires, the following terms and expressions have the following meanings:
''Accountant'' | Deloitte Touche Tohmatsu or its local affiliates (or any |
other qualified audit firm to be agreed between the Seller | |
and the Purchaser) | |
''Acquisition'' | the acquisition of the Sale Shares and the Shareholder Loan |
by the Purchaser pursuant to the SPA | |
''Assets'' | certain agreed balance sheet items (including cash and |
equivalents, accounts receivables, and prepayment, deposits | |
and other receivables but excluding the investment | |
property, property, plant and equipment, deposits for | |
leasehold improvements, lease assets, certain outstanding | |
loan receivable, certain rent receivable overdue for over 90 | |
days and certain fee related to accounting adjustment), | |
which are recognised by the Seller and the Purchaser as | |
''assets'' in the SPA for the purpose of calculating the | |
Estimated NAV and the Final NAV | |
''Base Purchase Price'' | the base purchase price in the sum of HK$735,000,000 |
''Board'' | the board of Directors |
''Business Days'' | a day other than Saturday, Sunday, any day on which |
banks located in Hong Kong or Singapore are authorised or | |
obligated to close, any public holiday in Hong Kong or in | |
Singapore or a day on which typhoon signal No.8 or above | |
or black rainstorm signal is hoisted in Hong Kong at any | |
time between 9:00 a.m. and 5:00 p.m. Hong Kong time | |
''Company'' | Hanison Construction Holdings Limited (stock code: 896), |
a company incorporated in the Cayman Islands with limited | |
liability, the securities of which are listed on the Main | |
Board of the Stock Exchange | |
''Closing'' | closing of the Acquisition in accordance with the terms of |
the SPA | |
''Closing Date'' | 30 August 2019, being the date on which Closing shall |
take place in accordance with the terms of the SPA | |
''Conditions Precedent'' | conditions precedent to the Closing |
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DEFINITIONS
''connected persons'' | has the meaning as ascribed to it under the Listing Rules |
''Consideration'' | the consideration payable by the Purchaser to the Seller for |
the purchase of the Sale Shares and the Shareholder Loan | |
which is the aggregate sum of (a) the Base Purchase Price | |
of HK$735,000,000; and (b) the Final NAV | |
''CPO'' | Conveyancing and Property Ordinance (Cap. 219 of the |
Laws of Hong Kong) | |
''Deposit'' | the deposit in the aggregate sum of HK$73,500,000 which |
has been paid by the Purchaser to the Seller's solicitors as | |
stakeholders upon signing of the SPA | |
''Director(s)'' | the directors of the Company |
''Enlarged Group'' | the Group as enlarged by the Acquisition |
''Estimated Closing | the closing accounts (comprising the consolidated balance |
Accounts'' | sheet) of the Target Group as at 11:59 p.m. (Hong Kong |
time) on the Closing Date which are prepared by the Seller | |
in the manner as set out in the SPA and delivered to the | |
Purchaser at least 5 Business Days before the Closing Date | |
''Estimated NAV'' | the Net Asset Value calculated with reference to the figures |
in the Estimated Closing Accounts provided that the | |
Estimated NAV shall not exceed HK$40,000,000 | |
''Estimated Purchase Price'' | the aggregate sum of (a) the Base Purchase Price; and (b) |
the Estimated NAV | |
''Existing Bank Loans'' | the banking facilities granted by Crédit Agricole Corporate |
and Investment Bank to the Target Company. For | |
illustration, the outstanding amount of bank loans together | |
with the interest amount and other cost as at Closing is | |
HK$259,626,036.14 | |
''Final Closing Accounts'' | the closing accounts (comprising the consolidated balance |
sheet) of the Target Group as at 11:59 p.m. (Hong Kong | |
time) on the Closing Date which are prepared by the Seller | |
within sixty days after the Closing with all figures agreed | |
by the Purchaser (or otherwise determined by the | |
Accountant if the Purchaser does not agree to the figures) | |
in the manner set out in the SPA |
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DEFINITIONS
''Final NAV'' | the Net Asset Value calculated with reference to the figures |
in the Final Closing Accounts provided that the Final NAV | |
shall not exceed HK$40,000,000 | |
''Final Purchase Price'' | the aggregate sum of (a) the Base Purchase Price; and (b) |
the Final NAV | |
''Funds'' | certain funds and vehicles commonly known as Blackstone |
Real Estate Partners VII and Blackstone Real Estate | |
Partners Asia | |
''Group'' | the Company and its subsidiaries |
''HIBOR'' | the Hong Kong Interbank Offered Rate |
''HK$'' | Hong Kong dollars, the lawful currency of Hong Kong |
''Hong Kong'' | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
''Latest Practicable Date'' | 18 September 2019, being the latest practicable date prior |
to the publication of this circular for the purpose of | |
ascertaining certain information contained in this circular | |
''Liabilities'' | certain agreed balance sheet items (including any and all |
costs incurred in connection with the Rectification | |
Settlement (if a Rectification Settlement is reached prior to | |
the Closing) and any and all costs incurred in connection | |
with the Rectification Works (if no Rectification Settlement | |
is reached prior to the Closing), deferred revenue, other | |
payables and accrual, and tax payable but excluding | |
amounts due to related parties, the Shareholder Loan, bank | |
loan, and deferred tax liabilities), which are recognised by | |
the Seller and the Purchaser as ''liability'' in the SPA for | |
the purpose of calculating the Estimated NAV and the | |
Final NAV | |
''Listing Rules'' | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
''MAL'' | Minibox Asia Limited（美利倉亞洲有限公司）, a limited |
company incorporated in Hong Kong |
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