GREAT WALL PAN ASIA HOLDINGS LIMITED 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.
CONNECTED TRANSACTION - SUBSCRIPTION FOR SHARES
On 5 December 2014, SCMP (1994), a wholly-owned subsidiary of the Company, exercised its rights to take up a total of 1,527,214 SA Rights Shares at the Subscription Price of HK$11.10 per SA Rights Share for a total consideration of HK$16,952,075.40 ("Transaction").
SA is an associate of Kerry Group Limited. As Kerry Group Limited is a connected person of the Company, the Transaction constitutes a connected transaction for the Company under Chapter 14A of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules, but does not require the approval of the Company's independent shareholders. Details of the Transaction will be included in the next published annual report and accounts of the Company.
On 5 December 2014, SCMP (1994), a wholly-owned subsidiary of the Company, exercised its rights to take up a total of 1,527,214 SA Rights Shares at the Subscription Price of HK$11.10 per SA Rights Share for a total consideration of HK$16,952,075.40.
The total number of SA Shares in issue as at 14 November 2014 was 3,132,494,799. The closing price of each SA Share as at 4 December 2014 was HK$10.88. Each SA Rights Share has a nominal value of HK$1.00. The SA Rights Issue is conditional upon the obligations of the underwriters (as defined in the SA Prospectus) under the underwriting agreement (as defined in the SA Prospectus) becoming unconditional and the underwriting agreement not being terminated in accordance with its terms and conditions as referred to in the SA Prospectus. If the underwriting agreement does not become unconditional or is terminated, the SA Rights Issue will not proceed. According to the SA Prospectus, the Subscription Price was arrived at after arm's length negotiation between SA and the underwriters (as defined in the SA Prospectus).
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SCMP (1994) took up its entitlement under the SA Rights Issue and did not apply for any excess SA Rights Shares. The total consideration of HK$16,952,075.40 for the Transaction will be payable fully in cash and funded by the internal resources of the Company.
After completion of the Transaction, the interest in SA Shares held by SCMP (1994) will be increased from 10,690,505 shares to 12,217,719 shares (representing approximately 0.34% and 0.39% of the total number of SA Shares in issue as at 14 November 2014 respectively).
Kerry Group Limited is the ultimate holding company of the Company. As at the date of this announcement, Kerry Group Limited (through its subsidiaries and controlled corporations) was interested in 1,155,061,308 Shares, representing approximately 74% of the Company's issued share capital. Kerry Group Limited is a substantial shareholder (as defined in the Listing Rules) of SA, therefore SA is an associate of Kerry Group Limited. Accordingly, Kerry Group Limited and SA are connected persons of the Company and the Transaction constitutes a connected transaction for the Company.
As one or more of the relevant percentage ratios (as defined under the Listing Rules) (other than the profits ratio) applicable to the Transaction are more than 0.1% but less than 5% and therefore, the Transaction is subject to the reporting and announcement requirements under the Listing Rules, but does not require the approval of the independent shareholders of the Company. Details of the Transaction will be included in the next published annual report and accounts of the Company.
The Board, including the independent non-executive Directors of the Company, is of the view that the terms of the Transaction are fair and reasonable and the Transaction is in the interests of the Company and the shareholders of the Company as a whole.
INFORMATION RELATING TO THE GROUP AND SA
The Company is an investment holding company. The principal activities of the Group consist of the publishing, printing and distribution of the South China Morning Post, Sunday Morning Post, various magazines and other related print and digital publications. The Group is also involved in property investment through its subsidiaries.
SCMP (1994), a wholly-owned subsidiary of the Company, is an investment holding company.
The principal activities of SA Group are the ownership and operation of hotels and associated properties and the provision of hotel management and related services. SA's subsidiaries are also the registered proprietors of various trademarks and service marks in various countries, including the brand names "Shangri-La", "Traders", "Rasa", "Summer Palace" and "Shang Palace" and related devices and logos.
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According to the SA Prospectus, SA proposed to enlarge its capital base through the SA
Rights Issue in order to support the continuing development of SA Group's existing business.
The Board believes that the investment in SA Shares will bring good returns to the Company
in the long run and thus enhancing the shareholders' value of the Company.
The Board has taken note that Ms. Kuok Hui Kwong, an executive Director of the Company, had abstained from voting on the resolutions of the Board approving the Transaction with reference to the relevant requirements under the Bye-Laws and the Listing Rules.
DEFINITIONS
"associate" has the meaning ascribed to it under the Listing Rules
"Board" the board of directors of the Company including independent non-executive directors
"Bye-Laws" the bye-laws of the Company as amended, supplemented or modified from time to time
"Company" SCMP Group Limited, an exempted company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exchange
"connected person" has the meaning ascribed to it under the Listing Rules
"Director(s)" the director(s) of the Company
"Group" Company and its subsidiaries
"Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong
Stock Exchange
"SA" Shangri-La Asia Limited, an associate of Kerry Group Limited and whose shares have a primary listing on the Main Board of the Stock Exchange with secondary listing on the Singapore Exchange Securities Trading Limited
"SA Group" SA and its subsidiaries
"SA Prospectus" the prospectus dated 24 November 2014 issued by SA in relation to the SA Rights Issue
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"SA Rights Issue" the issue by SA by way of rights of not less than 447,499,257 SA Rights Shares and not more than 470,932,751 SA Rights Shares in proportion of 1 SA Rights Share for every 7 SA Shares held on 18
November 2014 at the Subscription Price payable in full on acceptance
"SA Rights Share(s)" new SA Share(s) to be allotted and issued under the SA Rights
Issue
"SA Share(s)" ordinary share(s) of HK$1.00 each in the share capital of SA
"SCMP (1994)" SCMP (1994) Limited, a wholly-owned subsidiary of the
Company
"Share(s)" ordinary share(s) of HK$0.10 each in the share capital of the
Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Subscription Price" HK$11.10 per SA Rights Share
On behalf of the Board
Chairman
Hong Kong, 5 December 2014
As at the date hereof, the Board comprises:
Non-executive Directors
Dr. David J. Pang (Chairman), Mr. Roberto V. Ongpin (Deputy Chairman)
and Tan Sri Dr. Khoo Kay Peng
Independent Non-executive Directors
Dr. Fred Hu Zu Liu, Dr. the Hon. Sir David Li Kwok Po and Mr. Wong Kai Man
Executive Director
Ms. Kuok Hui Kwong
* For identification purpose only
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