REASONS AND BENEFITS OF THE DISPOSAL. The Company considers the Disposal to be a good opportunity for the Company to realise its investment especially given that the Disposal will be made at a gain. Moreover, with reference to the prevailing market conditions and the fact that the proceeds from the Disposal will strengthen the financial position of the Group and enhance its cashflow, the Directors consider that the present time is a mature time for the Disposal. Having regard to the nature of and the benefits resulting from the Disposal, the Directors believe that the terms of the Agreement are fair and reasonable and in the interests of the Company and its Shareholders taken as a whole.
REASONS AND BENEFITS OF THE DISPOSAL. The Property is an investment property of MEC which has been held for a number of years. The Board of Directors is of the view that the sale price of HK$540,000,000, based on commercial negotiations, is attractive especially in view of earlier and lower tender price for the Property, at the beginning of 2007, and based on the advice of a reputable and independent estate agency firm, Savills (Hong Kong) Limited, involved in the Disposal. Further, the proceeds will assist MEC in building up a cash reserve for its energy and related resources projects and for general working capital purpose. Based on the above, the Board is of the view that the Disposal including the Consideration is fair and reasonable and in the interest of the Shareholders and Company as a whole. Any further real estate acquisition is likely to be on a need basis for MEC’s operations.
REASONS AND BENEFITS OF THE DISPOSAL. The Group has been engaging in the provision of hospitality services in the past two decades, and currently operates a number of hotels and leasing apartments in Hong Kong and Macau. The Directors undertake strategic review of the Group’s assets from time to time with a view to maximising returns to the Shareholders. Having regard to the prevailing market condition, the Directors are of the view that it is a suitable opportunity to dispose of the Property. The Directors expected that the net proceeds from the Disposal will enhance the financial flexibility of the Group and enrich the working capital for the hospitality business in the future. The Board considers that the terms and conditions for the Disposal are on normal commercial terms, which are fair and reasonable and in the interest of the Company and its Shareholders as a whole.
REASONS AND BENEFITS OF THE DISPOSAL. The Board considers that the Disposal gives a good opportunity of the Group to realise its investment in the Property. As a result of the Disposal, subject to the audit to be performed by the auditors of the Company, the Board estimates that the Group will record an estimated gain on disposal of the Target Group of approximately HK$696,000,000, based on, inter alia, the unaudited consolidated financial statements of the Target Group for the year ended 31 December 2016. Subject to Completion having taken place on or before 31 December 2017, the gain on Disposal will be recognised in the Group’s accounts for the year ending 31 December 2017. The net proceeds from the Disposal (after expenses) are intended to be used by the Group as general working capital. The Board (including the independent non-executive Directors) considers that the transactions contemplated under the Sale and Purchase Agreement are on normal commercial terms and in the ordinary and usual course of business of the Group and in the interests of the Company and the shareholders of the Company as a whole, and that the terms and conditions were arrived at after negotiations on an arm’s length basis, and are fair and reasonable to the shareholders of the Company as a whole after taking into account various factors, including (i) the reasons for the Disposal as mentioned above; (ii) the current financial position of the Target Group; and (iii) the basis of determining the Consideration as mentioned in the section headed “4. Consideration” above.
REASONS AND BENEFITS OF THE DISPOSAL. The Company is an investment holding company and its subsidiaries are principally engaged in brand management and licensing business, sales of apparel products and trading. Upon Completion, the Group’s principal activities remain unchanged. Given the downturn of the global economy, the decrease in the profitability from the licensing income received from other licensees may occur. The Board considered that given the Purchaser is an existing licensee of the Group, it is familiar with the running of the licensing business and hence it can minimize any unnecessary interruption to the Trademarks business between the licensor and the licensees due to the change of Trademarks owner. The Consideration represents a premium over the latest valuation of the Trademark and the Company is expected to be able to realize a gain on disposal of approximately HK$27.5 million. Based on the Consideration and the associated estimated cost of the Disposal, the estimated net proceeds from the Disposal is approximately HK$43 million, which is expected to be utilized as funding for business when opportunities arise and as working capital to support its growth and development. The Directors consider that the Disposal represents a good opportunity for the Group to strengthen the financial position of the Group. Upon Completion, the Company will still continue its brand management, licensing and garment sourcing related business while resources of the Group will also be reallocated to other business operations or development of the Group. Having considered the terms of the Agreement and the above reasons for and benefits of the Disposal, the Directors are of the view that the terms of the Agreement and the Disposal are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS AND BENEFITS OF THE DISPOSAL. The Directors consider that the Share Purchase Agreement has been entered into after arm’s length negotiations with the Purchaser and based on normal commercial terms, and the terms and conditions therein are fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS Since the highest of the applicable percentage ratios in respect of the amount of the Disposal is over 25% but less than 75%, the entering into of the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.
REASONS AND BENEFITS OF THE DISPOSAL. The Group is mainly engaged in the business of manufacturing and trading of toys, securities investment and research and development in medical and health products. The Company considers that the Disposal could provide more flexibility and funding for the Group to develop the Group’s existing business and to invest in other businesses. The Directors consider the terms of the Agreement are on normal commercial terms and reasonable and the Disposal is in the interests of the Company and the Shareholders as a whole.
REASONS AND BENEFITS OF THE DISPOSAL. The Group is principally engaged in the sale of luxury goods and securities investments. The Disposal is expected to recognise a gain before tax of about HK$220,000,000 to the Group, which is calculated based on the total consideration less (i) the net asset value of the Target Company as at 31st March, 2018; (ii) the principal amount of the Sale Loan owing to the Vendor by the Target Company as at 31st March, 2018; and (iii) the related costs and expenses of the Group for the Disposal. The actual amount of the gain on the Disposal to be recognised by the Group will depend on the actual net asset value of the Target Company and the principal amount of the Sale Loan at Completion of the Disposal and therefore may be different from the amount mentioned above. The Directors consider that, in light of the gain from the Disposal, the Disposal represents a good opportunity for realisation of the Property which further strengthen the financial position of the Company. The Company intends to use the sale proceeds from the Disposal for general working capital and investment purposes. Upon Completion of the Disposal, the Target Company will cease to be a wholly-owned subsidiary company of the Company and the financial results of the Target Company will cease to be consolidated into those of the Company. The Directors (including the independent non-executive Directors) are of the view that the Disposal was undertaken at arm’s length and is in the interests of the Company and its Shareholders as a whole and that the terms of the Disposal and the total consideration received in respect of the Disposal are fair and reasonable. The Directors will continue to explore other investment and business opportunities to broaden the Group’s earnings base.
REASONS AND BENEFITS OF THE DISPOSAL. The financial performance of the Disposal Companies’ only asset, namely Burcon in which the Disposal Companies own in aggregate 22.45% equity interest, have been worsening in recent years. For the year ended 31 March 2018, the Group shared the loss of Burcon of approximately HK$6.25 million. The Directors are of the view that the Disposal will be a good opportunity to dispose the Disposal Companies, having considered the future and financial performance of the Disposal Companies, the recent delisting of Burcon from NASDAQ and the continual funding requirement of Burcon, and the Disposal may enable the Group to enhance its operating results. Following Completion, the Company will no longer be interested in the Disposal Companies and Burcon, and the Company will record a gain on the Disposal of approximately HK$27.5 million which the Directors are of the view that it can greatly enhance the cash flow of the Group and improve its financial strength and liquidity, and therefore would allow the Group to allocate more resources in exploring other potential business opportunities. In addition, the Group will still maintain its existing principal businesses after Completion of the Disposal. Based on the above, the Directors consider the terms of the Agreement to be fair and reasonable, and the Disposal is in the interests of the Company and the Shareholders as a whole.
