CONTINUING CONNECTED TRANSACTIONS. Subsisting tenancy agreements At present, the FCI Group leases from certain subsidiaries of CRH certain office and retail space in Hong Kong in connection with the normal retail business operation of the FCI Group. Furthermore, the FCI Group also leases from subsidiaries of CRH various residential units as quarters for staff of the FCI Group. Recurrent connected transactions Certain subsidiaries of CRH also act as merchandisers to the FCI Group in sourcing and supplying products to the FCI Group. In return, the FCI Group will pay to these subsidiaries of CRH a certain percentage of commission calculated based on the sum of each purchase. The Directors understand that the rate of commission varies for each type of purchase. The Directors are in the course of ascertaining and verifying the actual consideration payable under each type of connected transaction mentioned herein. Based on preliminary information, the Directors believe that the aggregate annual consideration payable by the FCI Group under these connected transactions to CRH would not exceed 3% of the net asset value of the Group. Further details of these connected transactions together with the actual consideration will be disclosed in the circular to be issued by the Company incidental to the Acquisition. Under the Listing Rules, each of the above-connected transactions would normally require full disclosure and/or prior Independent Shareholder's approval. However, as such connected transactions were and will be entered in the normal course of business of the FCI Group and, some of which are also occurred on a regular basis, the Directors consider that it would be impractical for the Company to strictly comply with the connected transactions requirements as set out in the Listing Rules for each transaction. Accordingly, the Company will submit an application to the Stock Exchange to seek an exemption from the relevant connected transaction requirements of the Listing Rules for the above-connected transactions, subject to approval of the Independent Shareholders at the EGM. GENERAL CRH is the controlling shareholder of the Company holding approximately 52.8% interest. Accordingly, the Acquisition constitutes a connected transaction to the Company. CRH and its Associates will abstain from voting in the EGM to approve the Acquisition. An independent board committee comprising independent non-executive directors of the Company has been appointed, subject to the confirmation of the Stock Exchange, to advise the Independent Shareholders in respect of the Acquisition. Xxxxxxx Xxxxxx Capital Limited has been appointed as financial adviser to advise the independent board committee in respect of the same. A circular containing, inter alia, further details of the Acquisition, the advice from the independent board committee of the Company and the independent financial adviser to the independent board committee, will be despatched to the Shareholders as soon as practicable. At the request of the Company, the trading of its Shares on the Stock Exchange were suspended as from 10:00 a.m. on 9th September, 1999. Application has been made by the Company to the Stock Exchange to resume trading of its Shares from 10:00 a.m. on 10th September, 1999.
Appears in 1 contract
Samples: Acquisition Agreement
CONTINUING CONNECTED TRANSACTIONS. Subsisting tenancy agreements At presentThe Board announces that, after trading hours on 15th May, 2013, the FCI Group leases from certain Company had entered into the Master Agreement with HWL pursuant to which the Company or its subsidiaries of CRH certain office and retail space in Hong Kong in connection with may, during the normal retail business operation of Term, acquire the FCI Group. Furthermore, the FCI Group also leases from subsidiaries of CRH various residential units as quarters for staff of the FCI Group. Recurrent connected transactions Certain subsidiaries of CRH also act as merchandisers to the FCI Group in sourcing and supplying products to the FCI Group. In return, the FCI Group will pay to these subsidiaries of CRH a certain percentage of commission calculated based on the sum of each purchase. The Directors understand that the rate of commission varies for each type of purchase. The Directors are in the course of ascertaining and verifying the actual consideration payable under each type of connected transaction mentioned herein. Based on preliminary information, the Directors believe that the aggregate annual consideration payable by the FCI Group under these connected transactions to CRH would not exceed 3% of the net asset value of the Group. Further details of these connected transactions together with the actual consideration will be disclosed in the circular Connected Debt Securities issued or to be issued by the Connected Issuers. Master Agreement Set out below is a summary of the Master Agreement: Parties: Company incidental HWL Date: 15th May, 2013 The parties agree that the Company or its subsidiaries may acquire the Connected Debt Securities issued or to be issued by the Connected Issuers in the secondary markets subject to the Acquisition. Under the Listing Rules, each entering into of separate contracts in a form and on terms to be agreed between members of the above-connected transactions Group and the relevant parties, which would normally require full disclosure and/or prior Independent Shareholder's approvalbe independent third parties from whom members of the Group would acquire the Connected Debt Securities in the secondary markets from time to time during the Term. HoweverThe consideration for the Connected Debt Securities will be on normal commercial terms to be determined with reference to market prices quoted on financial data providers such as Bloomberg, which will be updated from time to time to reflect the ask/bid prices quoted by independent third parties (such as such connected transactions were banks, debt securities dealers and institutional investors) having regard to the prevailing credit spread, market liquidity and counter party risk, and, where applicable, accrued coupons, of the Connected Debt Securities, and will be entered settled in accordance with the normal course of business terms of the FCI Group andConnected Issuers as may be applicable from time to time. For the other terms of the Connected Debt Securities, some they would have been determined by the relevant issuers of which are also occurred on a regular basis, the Directors consider that it would Connected Debt Securities at the time such securities were first issued. The cap applicable to the transactions contemplated under the Master Agreement and effected during the Term shall be impractical for the Company subject to strictly comply with the connected transactions requirements limitations (i) and (ii) as more particularly set out in below. The transactions contemplated under the Listing Rules for each transaction. Accordingly, the Company will submit an application to the Stock Exchange to seek an exemption from the relevant connected transaction requirements of the Listing Rules for the above-connected transactions, subject to approval of the Independent Shareholders at the EGM. GENERAL CRH is the controlling shareholder of the Company holding approximately 52.8% interest. Accordingly, the Acquisition constitutes a connected transaction to the Company. CRH and its Associates will abstain from voting in the EGM to approve the Acquisition. An independent board committee comprising independent non-executive directors of the Company has been appointed, Master Agreement are subject to the confirmation of the Stock Exchange, to advise the Independent Shareholders in respect of the Acquisition. Xxxxxxx Xxxxxx Capital Limited has been appointed as financial adviser to advise the independent board committee in respect of the same. A circular containing, inter alia, further details of the Acquisition, the advice from the independent board committee of the Company and the independent financial adviser to the independent board committee, will be despatched to the Shareholders as soon as practicable. At the request of the Company, the trading of its Shares on the Stock Exchange were suspended as from 10:00 a.m. on 9th September, 1999. Application has been made by the Company to the Stock Exchange to resume trading of its Shares from 10:00 a.m. on 10th September, 1999.following limitations:
Appears in 1 contract
Samples: www.cki.com.hk
CONTINUING CONNECTED TRANSACTIONS. Subsisting tenancy agreements At presentThe Board announces that, on 4th May, 2011, the FCI Group leases from certain Company had entered into the Master Agreement with HWL pursuant to which the Company or its subsidiaries of CRH certain office and retail space in Hong Kong in connection with may, during the normal retail business operation of Term, acquire the FCI Group. Furthermore, the FCI Group also leases from subsidiaries of CRH various residential units as quarters for staff of the FCI Group. Recurrent connected transactions Certain subsidiaries of CRH also act as merchandisers to the FCI Group in sourcing and supplying products to the FCI Group. In return, the FCI Group will pay to these subsidiaries of CRH a certain percentage of commission calculated based on the sum of each purchase. The Directors understand that the rate of commission varies for each type of purchase. The Directors are in the course of ascertaining and verifying the actual consideration payable under each type of connected transaction mentioned herein. Based on preliminary information, the Directors believe that the aggregate annual consideration payable by the FCI Group under these connected transactions to CRH would not exceed 3% of the net asset value of the Group. Further details of these connected transactions together with the actual consideration will be disclosed in the circular Connected Debt Securities issued or to be issued by the Connected Issuers. Master Agreement Set out below is a summary of the Master Agreement: Parties: Company incidental HWL Date: 4th May, 2011 The parties agree that the Company or its subsidiaries may acquire the Connected Debt Securities issued or to be issued by the Connected Issuers in the secondary markets subject to the Acquisition. Under the Listing Rules, each entering into of separate contracts in a form and on terms to be agreed between members of the above-connected transactions Group and the relevant parties, which would normally require full disclosure and/or prior Independent Shareholder's approvalbe independent third parties from whom members of the Group would acquire the Connected Debt Securities in the secondary markets from time to time during the Term. HoweverThe consideration for the Connected Debt Securities will be on normal commercial terms to be determined with reference to market prices quoted on financial data providers such as Bloomberg, which will be updated from time to time to reflect the ask/bid prices quoted by independent third parties (such as such connected transactions were banks, debt securities dealers and institutional investors) having regard to the prevailing credit spread, market liquidity and counter party risk, and, where applicable, accrued coupons, of the Connected Debt Securities, and will be entered settled in accordance with the normal course of business terms of the FCI Group andConnected Issuers as may be applicable from time to time. For the other terms of the Connected Debt Securities, some they would have been determined by the relevant issuers of which are also occurred on a regular basis, the Directors consider that it would Connected Debt Securities at the time such securities were first issued. The cap applicable to the transactions contemplated under the Master Agreement and effected during the Term shall be impractical for the Company subject to strictly comply with the connected transactions requirements limitations (i) and (ii) as more particularly set out in below. The transactions contemplated under the Listing Rules for each transaction. Accordingly, the Company will submit an application to the Stock Exchange to seek an exemption from the relevant connected transaction requirements of the Listing Rules for the above-connected transactions, subject to approval of the Independent Shareholders at the EGM. GENERAL CRH is the controlling shareholder of the Company holding approximately 52.8% interest. Accordingly, the Acquisition constitutes a connected transaction to the Company. CRH and its Associates will abstain from voting in the EGM to approve the Acquisition. An independent board committee comprising independent non-executive directors of the Company has been appointed, Master Agreement are subject to the confirmation of the Stock Exchange, to advise the Independent Shareholders in respect of the Acquisition. Xxxxxxx Xxxxxx Capital Limited has been appointed as financial adviser to advise the independent board committee in respect of the same. A circular containing, inter alia, further details of the Acquisition, the advice from the independent board committee of the Company and the independent financial adviser to the independent board committee, will be despatched to the Shareholders as soon as practicable. At the request of the Company, the trading of its Shares on the Stock Exchange were suspended as from 10:00 a.m. on 9th September, 1999. Application has been made by the Company to the Stock Exchange to resume trading of its Shares from 10:00 a.m. on 10th September, 1999.following limitations:
Appears in 1 contract
Samples: cki.com.hk
CONTINUING CONNECTED TRANSACTIONS. Subsisting tenancy agreements At presentThe Board announces that, on 18th May, 2012, the FCI Group leases from certain Company had entered into the Master Agreement with HWL pursuant to which the Company or its subsidiaries of CRH certain office and retail space in Hong Kong in connection with may, during the normal retail business operation of Term, acquire the FCI Group. Furthermore, the FCI Group also leases from subsidiaries of CRH various residential units as quarters for staff of the FCI Group. Recurrent connected transactions Certain subsidiaries of CRH also act as merchandisers to the FCI Group in sourcing and supplying products to the FCI Group. In return, the FCI Group will pay to these subsidiaries of CRH a certain percentage of commission calculated based on the sum of each purchase. The Directors understand that the rate of commission varies for each type of purchase. The Directors are in the course of ascertaining and verifying the actual consideration payable under each type of connected transaction mentioned herein. Based on preliminary information, the Directors believe that the aggregate annual consideration payable by the FCI Group under these connected transactions to CRH would not exceed 3% of the net asset value of the Group. Further details of these connected transactions together with the actual consideration will be disclosed in the circular Connected Debt Securities issued or to be issued by the Connected Issuers. Master Agreement Set out below is a summary of the Master Agreement: Parties: Company incidental HWL Date: 18th May, 2012 The parties agree that the Company or its subsidiaries may acquire the Connected Debt Securities issued or to be issued by the Connected Issuers in the secondary markets subject to the Acquisition. Under the Listing Rules, each entering into of separate contracts in a form and on terms to be agreed between members of the above-connected transactions Group and the relevant parties, which would normally require full disclosure and/or prior Independent Shareholder's approvalbe independent third parties from whom members of the Group would acquire the Connected Debt Securities in the secondary markets from time to time during the Term. HoweverThe consideration for the Connected Debt Securities will be on normal commercial terms to be determined with reference to market prices quoted on financial data providers such as Bloomberg, which will be updated from time to time to reflect the ask/bid prices quoted by independent third parties (such as such connected transactions were banks, debt securities dealers and institutional investors) having regard to the prevailing credit spread, market liquidity and counter party risk, and, where applicable, accrued coupons, of the Connected Debt Securities, and will be entered settled in accordance with the normal course of business terms of the FCI Group andConnected Issuers as may be applicable from time to time. For the other terms of the Connected Debt Securities, some they would have been determined by the relevant issuers of which are also occurred on a regular basis, the Directors consider that it would Connected Debt Securities at the time such securities were first issued. The cap applicable to the transactions contemplated under the Master Agreement and effected during the Term shall be impractical for the Company subject to strictly comply with the connected transactions requirements limitations (i) and (ii) as more particularly set out in below. The transactions contemplated under the Listing Rules for each transaction. Accordingly, the Company will submit an application to the Stock Exchange to seek an exemption from the relevant connected transaction requirements of the Listing Rules for the above-connected transactions, subject to approval of the Independent Shareholders at the EGM. GENERAL CRH is the controlling shareholder of the Company holding approximately 52.8% interest. Accordingly, the Acquisition constitutes a connected transaction to the Company. CRH and its Associates will abstain from voting in the EGM to approve the Acquisition. An independent board committee comprising independent non-executive directors of the Company has been appointed, Master Agreement are subject to the confirmation of the Stock Exchange, to advise the Independent Shareholders in respect of the Acquisition. Xxxxxxx Xxxxxx Capital Limited has been appointed as financial adviser to advise the independent board committee in respect of the same. A circular containing, inter alia, further details of the Acquisition, the advice from the independent board committee of the Company and the independent financial adviser to the independent board committee, will be despatched to the Shareholders as soon as practicable. At the request of the Company, the trading of its Shares on the Stock Exchange were suspended as from 10:00 a.m. on 9th September, 1999. Application has been made by the Company to the Stock Exchange to resume trading of its Shares from 10:00 a.m. on 10th September, 1999.following limitations:
Appears in 1 contract
Samples: www.cki.com.hk