MAXNERVA TECHNOLOGY SERVICES LIMITED 
By 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.
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(Incorporated in Bermuda with limited liability)
(Stock Code: 1037) COMpLETION Of THE MAJOR TRANSACTION INvOLvING THE DISpOSAL Of SUBSIDIARIES financial Adviser to the Company
The Board is pleased to announce that all conditions precedent of the Disposal as set out in the
Disposal Agreement have been satisfied, and the completion of the Disposal took place on 16
January 2013 in accordance with the terms and conditions of the Disposal Agreement.
Reference is made to the announcement of Daiwa Associate Holdings Limited (the "Company") dated 23 November 2012 and the circular of the Company dated 31 December 2012 (the " Circular") in relation to, among other things, the Disposal. Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the Circular.
The Board is pleased to announce that all conditions precedent of the Disposal as set out in the
Disposal Agreement have been satisfied, and the completion of the Disposal took place on 16
January 2013 in accordance with the terms and conditions of the Disposal Agreement. Upon
Completion, the Disposal Companies ceased to be subsidiaries of the Company.
Pursuant to the Disposal Agreement, the total consideration for the Disposal payable by the Purchaser to the Vendor for the Sale Shares shall be the sum of HK$67,287,724 (being the sum of HK$60,000,000 and the NAV) subject to adjustment on the NAV on Completion. HK$30,000,000 has been paid by the Purchaser to the Vendor as Deposit and part payment of the Consideration upon signing of the Disposal Agreement; and the balance of the Consideration after deduction of the NAV Difference of approximately HK$4.12 million and less the Retention Money, has been paid by the Purchaser to the Vendor upon Completion.
* For identification purpose only
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It was stated in the Circular that the estimated net proceeds from the Disposal, after deducting expenses attributable to the Disposal, will be approximately HK$66.12 million. Based on the adjustment on the NAV on Completion, the adjusted NAV is approximately HK$3.17 million. Accordingly, the final Consideration has been adjusted to approximately HK$63.17 million and the net proceeds from the Disposal is estimated to be approximately HK$62 million.
As stated in the Circular, the Group expected to record a gain on the Disposal of approximately HK$58.83 million, which is calculated mainly by reference to, (i) the net proceeds from the Disposal of approximately HK$66.12 million; and (ii) the net asset value of the Disposal Group as at the Management Accounts Date of approximately HK$7.29 million. After taking into account of the adjusted NAV on Completion of approximately HK$3.17 million, the gain on the Disposal is estimated to be approximately HK$54.71 million, subject to the review by the Company's audit.
By order of the Board
President
Hong Kong, 16 January 2013
As at the date of this announcement, the Board comprises Mr. Lau Tak Wan, Mr. Wan Chor Fai, Mr. Mak Hon Kai and Ms. Chan Yuen Mei, Pinky as executive Directors and Mr. Barry John Buttifant, Mr. Choi Yuk Fan and Dr. Liu Ngai Wing as independent non-executive Directors.
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