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.
RYKADAN CAPITAL LIMITED
宏 基 資 本 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2288)
DISCLOSURE PURSUANT TO RULES 13.13 AND 13.15 OF
THE LISTING RULES
This announcement is made by the Company for the purpose of complying with the disclosure requirement under Rules 13.13 and 13.15 of the Listing Rules in respect of the Advances made by the Company to WCL, an affiliated company of the Company.
BACKGROUND
WCL, in which the Group and Rykadan Fund II owns 40% and 60% of its issued share capital respectively, is a joint venture vehicle established for the single purpose of acquiring and redeveloping the Properties for sale. Such joint venture arrangement is of a revenue nature in the ordinary and usual course of business of the Company.
ADVANCES TO ENTITY
As at 20 August 2019, Advances in the aggregate amount of HK$195,362,660 were made by the Company to WCL for the purpose of acquiring the Properties. The Advances are non-interest bearing, unsecured and repayable on demand and were made pursuant to the terms of the joint venture arrangement between the Group and Rykadan Fund II.
LISTING RULES IMPLICATIONS
The Advances exceed 8% under the assets ratio as defined under Rule 14.07(1) of the Listing Rules and give rise to a general disclosure obligation of the Company under Rules 13.13 and 13.15 of the Listing Rules.
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Where the circumstances giving rise to the disclosure under Rule 13.13 of the Listing Rules continue to exist at the Company's interim period end or annual financial year end, the Company will comply with the relevant disclosure requirements under Rule 13.20 of the Listing Rules in the interim report or annual report of the Company.
DEFINITIONS
In this Announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:
"Advances" | loans in the aggregate sum of HK$195,362,660 advanced by the Group to |
WCL up to the date of this announcement for the purpose of acquiring the | |
Properties | |
"affiliated company" | has the meaning given to it in Rule 13.11(2)(a) of the Listing Rules |
"Company" | Rykadan Capital Limited, an exempt company incorporated in the Cayman |
Islands with limited liability, the shares of which are listed on the Stock | |
Exchange (Stock Code: 2288) | |
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollars, the lawful currently of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the People's Republic of |
China; | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
"Properties" | two buildings located in Hong Kong |
"Rykadan Fund II" | Rykadan Real Estate Prospect Fund II LP, an exempted limited partnership |
established and registered under the laws of the Cayman Islands and its | |
general partner is Rykadan Fund II GP | |
"Rykadan Fund II GP" | Rykadan Real Estate Prospect Fund II GP Limited, a company |
incorporated under the laws of the Cayman Islands, an indirect wholly- | |
owned subsidiary of the Company | |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
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"WCL" | Worth Celestial Limited, a company incorporated under the laws of the |
British Virgin Islands, being indirectly owned as to 40% by the Company | |
"%" | per cent. |
By order of the Board | |
Rykadan Capital Limited | |
Chan William | |
Chairman and Chief Executive Officer | |
Hong Kong, 20 August 2019 |
As at the date of this announcement, the Board comprises Mr. CHAN Willian (Chairman and Chief Executive Officer) and Mr. YIP Chun Kwok (Chief Operating Officer) as executive directors, Mr. Ng Tak Kwan as a non-executive Director and Mr. To King Yan, Adam, Mr. Wong Hoi Ki and Mr. Ho Kwok Wah, George as independent non-executive Directors.
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