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.
PYI Corporation Limited
(Incorporated in Bermuda with limited liability)
(Stock code: 498)
DISCLOSEABLE TRANSACTION
DISPOSAL OF SENIOR NOTES
THE DISPOSAL
The Board announces that between 4 September 2020 and 14 September 2020, TCF, an indirect wholly-owned subsidiary of the Company, disposed of the Senior Notes with an aggregate nominal value of US$3,000,000 (equivalent to approximately HK$23,250,000) in the secondary market at the aggregate consideration of approximately US$3,290,000 (equivalent to approximately HK$25,497,000).
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal exceeds 5% but is less than 25%, the Disposal constitutes a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements, but is exempt from Shareholders' approval requirement, under Chapter 14 of the Listing Rules.
The Board announces that between 4 September 2020 and 14 September 2020, TCF, an indirect wholly-owned subsidiary of the Company, disposed of the Senior Notes with an aggregate nominal value of US$3,000,000 (equivalent to approximately HK$23,250,000) in the secondary market at the aggregate consideration of approximately US$3,290,000 (equivalent to approximately HK$25,497,000).
THE DISPOSAL | |
Date: | between 4 September 2020 and 14 September 2020 |
(both dates inclusive) | |
Seller: | TCF, a company incorporated in Hong Kong with |
limited liability and an indirect wholly-owned | |
subsidiary of the Company |
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Issuer: | Kaisa Group Holdings Ltd., a company incorporated | |||
in the Cayman Islands with limited liability, the shares | ||||
of which are listed on the Main Board of the Stock | ||||
Exchange (stock code: 1638.HK). To the best | ||||
knowledge, information and belief of the Directors | ||||
having made all reasonable enquiries, Kaisa Group | ||||
Holdings Ltd. is an Independent Third Party | ||||
Nominal value of | US$3,000,000 | (equivalent | to | approximately |
the Senior Notes disposed of: | HK$23,250,000) in aggregate | |||
Consideration: | Aggregate | consideration | of | approximately |
US$3,290,000 | (equivalent | to | approximately | |
HK$25,497,000) in cash, of which | approximately | |||
US$2,195,000 | (equivalent | to | approximately | |
HK$17,011,000) was received on 9 September 2020 | ||||
and approximately US$1,095,000 (equivalent to | ||||
approximately HK$8,486,000) is expected to be | ||||
received by 16 September 2020 | ||||
Maturity date of the Senior Notes: | 9 April 2022 | |||
Coupon rate and | 11.25% per annum payable semi-annually in arrears | |||
interest income: | The interest income of the Group attributable to the | |||
Senior Notes disposed of by TCF under the Disposal | ||||
for the financial year ended 31 March 2020 | ||||
amounted to approximately US$205,000 (equivalent | ||||
to approximately HK$1,589,000) |
No interest income was accrued under the Senior Notes during the financial year ended 31 March 2019 as the Group acquired the Senior Notes during the financial year ended 31 March 2020
INFORMATION OF THE COUNTERPARTY
As the Disposal was made on open market, the Company is not aware of the identities of the buyers of the Senior Notes. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the buyers of the Senior Notes and their respective ultimate beneficial owners are Independent Third Parties.
BASIS OF DETERMINATION OF THE CONSIDERATION
Since the Disposal was conducted through open market at the prevailing market price, the Directors consider that the respective considerations for the transactions under the Disposal are fair and reasonable.
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REASONS FOR AND BENEFITS OF THE DISPOSAL
The Group is principally engaged in ports and infrastructure development and investment, and the operation of ports and logistics facilities, in the Yangtze River region of China. The Group is also engaged in land and property development and investment in association with ports and infrastructure development, as well as securities trading and investment, and provision of loan financing activities. In addition, the Group provides comprehensive engineering and property-related services through Paul Y. Engineering Group Limited, an associate of which the Company indirectly owns 48.23% equity interest.
TCF, an indirect wholly-owned subsidiary of the Company, was incorporated under the laws of Hong Kong with limited liability. The principal businesses of TCF are provision of credit services and securities trading and investment.
The Disposal is in alignment with the Group's principal business in securities trading and investments and the Directors consider that the Disposal is a good opportunity for the Group to realise a reasonable gain in its investment. The Directors therefore consider that the Disposal is in the interest of the Company and the Shareholders as a whole.
As the Disposal was conducted through open market, the Board is of the view that the terms of the Disposal are fair and reasonable and on normal commercial terms.
FINANCIAL EFFECT OF THE DISPOSAL
It is expected that the Group will record a realised gain on fair value change of investments in debt instruments held for trading of approximately US$474,000 (equivalent to approximately HK$3,674,000) for the financial year ending 31 March 2021 as a result of the Disposal, subject to auditors' review.
USE OF PROCEEDS
The proceeds from the Disposal, which are approximately US$3,290,000 (equivalent to approximately HK$25,497,000), will be used for reinvestment in the securities trading and investment business and/or as general working capital of the Group.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Disposal exceeds 5% but is less than 25%, the Disposal constitutes a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements, but is exempt from Shareholders' approval requirement, under Chapter 14 of the Listing Rules.
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DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings:
"Board" | the board of Directors | |||
"Company" | PYI Corporation Limited, a company incorporated in | |||
Bermuda with limited liability, the shares of which are | ||||
listed on the Main Board of the Stock Exchange (stock | ||||
code: 0498.HK) | ||||
"Directors" | the directors of the Company | |||
"Disposal" | the disposal by TCF of the Senior Notes between 4 | |||
September 2020 and 14 September 2020 (both dates | ||||
inclusive) at an aggregate consideration | of | |||
approximately | US$3,290,000 | (equivalent | to | |
approximately HK$25,497,000) | ||||
"Group" | the Company and its subsidiaries | |||
"Hong Kong" | the Hong Kong Special Administrative Region of the | |||
People's Republic of China | ||||
"Independent Third Party(ies)" | person(s) which, to the best knowledge and belief of the | |||
Directors having made all reasonable enquiries, is/are | ||||
third party(ies) independent of and not connected with | ||||
the Company and its connected persons (as defined in | ||||
the Listing Rules) | ||||
"Listing Rules" | the Rules Governing the Listing of Securities on the | |||
Stock Exchange | ||||
"Senior Notes" | interest-bearing instruments of indebtedness issued by | |||
Kaisa Group Holdings Ltd. with a coupon rate of 11.25% | ||||
per annum and a maturity date of 9 April 2022 | ||||
"Shareholder(s)" | holder(s) of the shares of the Company | |||
"Stock Exchange" | The Stock Exchange of Hong Kong Limited | |||
"TCF" | Treasure Capital Finance Limited, a company | |||
incorporated in Hong Kong with limited liability and an | ||||
indirect wholly-owned subsidiary of the Company | ||||
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong | |||
"US$" | United States dollars, the lawful currency of the United | |||
States of America |
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"%" | per cent. |
For illustration purposes, amounts in US$ in this announcement have been translated into
HK$ at the rate of US$1 to HK$7.75.
By Order of the Board
PYI Corporation Limited
Ho Sze Nga, Maggie
Company Secretary
Hong Kong, 14 September 2020
As at the date of this announcement, the composition of the Board is as follows:
Mr Lau Tom Ko Yuen | : | Chairman and Managing Director |
Mr Sue Ka Lok | : | Executive Director |
Ms Wu Yan Yee | : | Executive Director |
Mr Chan Shu Kin | : | Independent Non-Executive Director |
Ms Wong Lai Kin, Elsa | : | Independent Non-Executive Director |
Mr Leung Chung Ki | : | Independent Non-Executive Director |
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PYI Corporation Ltd. published this content on 14 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2020 11:59:08 UTC