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.
(Incorporated in Bermuda with limited liability)
References are made to the 2007 Acquisition Circular, the 2007 Financial Assistance Announcement, the 2009 Financial Assistance Circular, the 2010 Financial Assistance Announcement and the 2012 Financial Assistance Circular.
The Group has been providing financial assistance to Pier 16 - Property Development for the development of Ponte 16 by way of the SUG Shareholder's Loan and the Existing SUG Guarantee which was executed by the Company to guarantee the payment obligation of Pier 16 - Property Development in respect of the Existing Facilities. As at the date of this announcement, the outstanding balance of the SUG Shareholder's Loan amounts to approximately HK$513 million and the maximum liability of the Company under the Existing SUG Guarantee in respect of the Existing Facilities is HK$1,176 million.
In view of the maturity of the Existing Facilities on 29 June 2017 and for the purposes of, among others, refinancing the Existing Facilities and financing the repayment of certain shareholders' loans previously advanced to Pier 16 - Property Development, Pier 16 - Property Development will enter into the Amended and Restated Facility Agreement with, among others, the Lender, pursuant to which the Lender will agree to extend the maturity date under the Facility Agreement to the New Maturity Date and revise the facility amount under the Facility Agreement such that the Revised Facilities shall be in the aggregate amounts of HK$735 million and MOP273 million subject to the terms of the Amended and Restated Facility Agreement. As one of the conditions precedent for the utilisation of the Revised Facilities, the Group is required to execute the Security Documents as security for Pier 16 - Property Development's obligations under the Amended and Restated Facility Agreement.
THE 2017 FINANCIAL ASSISTANCEIn connection with the Amended and Restated Facility Agreement, the Group will enter into the following Security Documents in favour of the Security Agent:
the Composite Confirmation Letter;
the Livrança;
the Amended and Restated Share Pledge; and
the Confirmation of Subordination Agreement.
Further information on the major terms of the Security Documents are set out in the paragraph headed "Information on the 2017 Financial Assistance" below.
The estimated total exposure of the Company under the provision of the 2017 Financial Assistance is approximately HK$532 million, which has taken into account 49% of the HK$1,000 million principal amount of the Revised Facilities under the Livrança to be endorsed by, among others, the Company for a sum not exceeding HK$490 million and 49% of the estimated total interest payable on the Revised Facilities of approximately HK$42 million.
The 2017 Financial Assistance to be provided by the Group to Pier 16 - Property Development will be lesser than the limit of the financial assistance provided by the Group to Pier 16 - Property Development as previously approved by the Shareholders at the special general meeting of the Company held on 5 June 2012. Taking into account: (i) the outstanding balance of the SUG Shareholder's Loan of approximately HK$513 million as at the date of this announcement; and (ii) the estimated total exposure of approximately HK$532 million under the provision of the 2017 Financial Assistance as stated above, the aggregate financial assistance that may be provided by the Group to Pier 16 - Property Development is approximately HK$1,045 million. In the event that the aggregate financial assistance to be provided by the Group to Pier 16 - Property Development exceeds the aforesaid estimated aggregate financial assistance of approximately HK$1,045 million, the Company will comply with the relevant requirements under Chapter 14 of the Listing Rules.
LISTING RULES IMPLICATIONSThe provision of the 2017 Financial Assistance will constitute a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement and the Shareholders' approval requirements.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest in the Amended and Restated Facility Agreement, the Security Documents and the respective transactions contemplated thereunder and accordingly, no Shareholder or its/his associate(s) is required to abstain from voting if the Company were to convene a Shareholders' meeting for approving the Security Documents and the respective transactions contemplated thereunder.
On the date of this announcement, the Company has obtained the written Shareholders' approval from Silver Rich Macau Development Limited, which beneficially owns approximately 52.10% of the entire issued share capital of the Company as at the date of this announcement, in respect of the execution of the Security Documents by the Group and its performance of the respective transactions contemplated thereunder. Pursuant to Rule 14.44(2) of the Listing Rules, the written Shareholders' approval from Silver Rich Macau Development Limited will be accepted in lieu of holding a general meeting of the Shareholders. Accordingly, no physical Shareholders' meeting will be held by the Company to approve the Security Documents and the respective transactions contemplated thereunder.
In addition, as the assets ratio as defined under Rule 14.07(1) of the Listing Rules exceeds 8% for the 2017 Financial Assistance, the 2017 Financial Assistance will give rise to a general disclosure obligation of the Company under Rules 13.13 and 13.16 of the Listing Rules.
GENERALIt is expected that the circular containing, among other things, (i) further information on the 2017 Financial Assistance; and (ii) other information required under the Listing Rules, will be despatched to the Shareholders on or before 7 July 2017.
BACKGROUNDReferences are made to the 2007 Acquisition Circular, the 2007 Financial Assistance Announcement, the 2009 Financial Assistance Circular, the 2010 Financial Assistance Announcement and the 2012 Financial Assistance Circular.
The Group has been providing financial assistance to Pier 16 - Property Development for the development of Ponte 16 by way of the SUG Shareholder's Loan and the Existing SUG Guarantee which was executed by the Company to guarantee the payment obligation of Pier 16 - Property Development in respect of the Existing Facilities. As at the date of this announcement, the outstanding balance of the SUG Shareholder's Loan amounts to approximately HK$513 million and the maximum liability of the Company under the Existing SUG Guarantee in respect of the Existing Facilities is HK$1,176 million.
As at the date of this announcement, the total outstanding principal amount of the loan under the Existing Facilities is approximately HK$506 million. The Existing Facilities will mature on 29 June 2017. In view of the maturity of the Existing Facilities and for the purposes of, among others, refinancing the Existing Facilities and financing the repayment of certain shareholders' loans previously advanced to Pier 16 - Property Development, Pier 16 - Property Development will enter into the Amended and Restated Facility Agreement with, among others, the Lender, pursuant to which the Lender will agree to extend the maturity date under the Facility Agreement to the New Maturity Date and revise the facility amount under the Facility Agreement such that the Revised Facilities shall be in the aggregate amounts of HK$735 million and MOP273 million subject to the terms of the Amended and Restated Facility Agreement. As one of the conditions precedent for the utilisation of the Revised Facilities, the Group is required to execute the Security Documents as security for Pier 16 - Property Development's obligations under the Amended and Restated Facility Agreement.