[
Finance
|
AP
|
BizWire
|
PRNews
|
US Markets
|
World Markets
]
| Yahoo! Australia & NZ Finance | Financial News
|
|
Tuesday 9 November 12:45 PM
HK Bourse: Press Release from Vision Grande Grp -7
DJ HK Bourse: Press Release from Vision Grande Grp
The Stock Exchange of Hong Kong Limited takes no responsibility
for the contents of this announcement, makes no representation
as to its accuracy or completeness, and expressly disclaims any
liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this
announcement. VISION GRANDE GROUP HOLDINGS LIMITED
*
(incorporated in the Cayman Islands with limited liability)
(Stock code: 2300) Announcement
Discloseable Transaction
In relation to the acquisition of 35% equity interests in and
shareholders' loans due
by World Grand Holdings Limited Financial Adviser to the Company
ICEA
A subsidiary of ICBC The Board is pleased to announce that on 8 November 2004, the
Purchaser, an indirect wholly-owned subsidiary of the Company,
entered into the Agreement with the Vendors. Pursuant to the
Agreement, the Purchaser has agreed to purchase and the Vendors
have agreed to sell the Sale Shares and the Sale Loans at a total
Consideration of HK$183,750,000 (subject to adjustment). The
Agreement is conditional upon, among other things, the Group
being satisfied with the results of the due diligence review
to be conducted by the Group or its agents on the assets,
liabilities, operations and affairs of the World Grand Group.
The Consideration is subject to adjustment where the audited
profit after tax and minority interests of the World Grand Group
as shown in the audited financial statements for the financial
year ending 31 December 2004 is less than HK$105,000,000. The Sale Shares represent 35% of the entire issued share capital
of World Grand while the Sale Loans represent 35% of all the
obligations, liabilities and debts owing or incurred by World
Grand to its shareholders as at the date of the Agreement. World
Grand is an investment holding company and is the registered
and beneficial owner of 90% in the registered capital of Kunming
World Grand. Upon Completion, World Grand will become an associated company
of the Company. The Acquisition constitutes a discloseable transaction of the
Company under the Listing Rules. A circular containing, among
other things, further details of the Acquisition will be
despatched to the Shareholders as soon as practicable. Reference is made to the announcement of the Company dated 9
July 2004 in relation to the MOU entered into between the
Purchaser and the Vendors for the proposed acquisition of 35%
equity interests in and shareholders' loans due by World Grand.
The Board is pleased to announce that the Agreement is entered
into between the Group and the Vendors with the following
details: General information of the Agreement Date: 8 November 2004
Purchaser: Mega Vision Enterprises Limited, an indirect
wholly-owned subsidiary of the Company
Vendors: Joy Benefit and Splendid China The Vendors and their respective ultimate beneficial owners are
Independent Third Parties.
(MORE) Dow Jones Newswires
November 08, 2004 20:45 ET (01:45 GMT)
DJ HK Bourse: Press Release from Vision Grande Grp -2
Interests to be acquired Pursuant to the terms of the Agreement, the Vendors have agreed
to sell and the Purchaser has agreed to purchase the Sale Shares
and the Sale Loans. The Sale Shares represent 35% of the entire issued share capital
of World Grand while the Sale Loans represent 35% of all the
obligations, liabilities and debts owing or incurred by World
Grand to its shareholders as at the date of the Agreement. World Grand is an investment holding company and is the
registered and beneficial owner of 90% in the registered capital
of Kunming World Grand. For the Shareholding structure of World Grand immediately before and
after Completion, please refer to the press announcement today. Principal terms of the Agreement The principal terms of the Agreement were arrived at after arm's
length negotiations between the Parties and are summarised
below:
I. Consideration and Payment Terms Pursuant to the Agreement, the Consideration for the Acquisition
is HK$183,750,000 with reference to the attributable 35% of the
projected unaudited profit after tax and minority interests
(based on the accounting principles generally accepted in Hong
Kong) of the World Grand Group for the financial year ending
31 December 2004. The Consideration is subject to adjustment
in such a manner that the Consideration will represent a
price-to-earnings ratio of 5 times to the attributable 35%
audited profit after tax and minority interests (based on the
accounting principles generally accepted in Hong Kong) of the
World Grand Group for the financial year ending 31 December 2004. The Purchaser had paid a refundable HK$10,000,000 in cash as
deposit and part payment of the Consideration to the Vendors
upon signing the MOU on 9 July 2004. The Consideration shall
be satisfied by the Group by three installments. The payment
schedule is set out below:
First installment: The Purchaser shall pay HK$81,875,000, being
50% of the Consideration less the deposit of HK$10,000,000, by
way of cheque to the Vendors' legal advisers upon Completion;
Second installment: The Purchaser shall pay HK$55,125,000,
being 30% of the Consideration, by way of cheque to the Vendors'
legal advisers on or before 31 January 2005; and
Third installment: The remaining balance of HK$36,750,000,
subject to adjustment, shall be paid by way of cheque to the
Vendors' legal advisers within 14 days upon obtaining the audited
financial statements of the World Grand Group (based on the
accounting principles generally accepted in Hong Kong) for the
financial year ending 31 December 2004 by the Purchaser.
The Consideration is subject to adjustment where and only
(MORE) Dow Jones Newswires
November 08, 2004 20:45 ET (01:45 GMT)
DJ HK Bourse: Press Release from Vision Grande Grp -3
where the actual consolidated audited profit after tax and
minority interests (based on the accounting principles generally
accepted in Hong Kong) of the World Grand Group for the financial
year ending 31 December 2004 is less than HK$105,000,000 and
shall be adjusted as follows:
X = HK$36,750,000 - {(HK$105,000,000 - Y) x 35% x 5}
Where: X represents the remaining balance of the Consideration
to be paid by the Purchaser to the Vendors after adjustment
Y represents the actual audited profit after tax and minority
interests (based on the accounting principles generally accepted
in Hong Kong) of the World Grand Group for the financial year
ending 31 December 2004
The Agreement was negotiated on arm's length basis between the
Parties and the Directors are of the view that the terms of the
Acquisition are on normal commercial terms (with particular
reference to the determination of the Consideration and the
adjustment mechanism for the Consideration) and are fair and
reasonable and in the interests of the Shareholders as a whole.
The Consideration will be satisfied by the internal resources
of the Group and/or fund raising activities as may be conducted
by the Company if necessary. The Directors confirmed that as
at the date of this announcement, the Company has not decided
on any fund raising plan.
II. Profit Guarantee
The Vendors have jointly guaranteed to the Purchaser that the
audited profit after tax and minority interests (based on the
accounting principles generally accepted in Hong Kong) of the
World Grand Group for the financial year ending 31 December 2005
shall not be less than HK$105,000,000 and the aggregate audited
profits after tax and minority interests (based on the accounting
principles generally accepted in Hong Kong) of the World Grand
Group for the two financial years ending 31 December 2006 shall
not be less than HK$230,000,000.
If either the actual audited profit after tax and minority
interests (based on the accounting principles generally accepted
in Hong Kong) of the World Grand Group for the financial year
ending 31 December 2005 is less than HK$105,000,000 or the
aggregate actual audited profits after tax and minority
interests (based on the accounting principles generally accepted
in Hong Kong) of the World Grand Group for the two financial
years ending 31 December 2006 is less than HK$230,000,000, the
Vendors shall pay the Purchaser in cash as compensation an amount
equal to 5 times of the amount of shortfall attributable to the
Sale Shares for the relevant period within seven days from the
date of receipt of the respective audited financial statements
of the World Grand Group.
III. Conditions of the Agreement
The Agreement is conditional upon, among other things, the
following conditions being fulfilled (or waived) at or before
12:00 noon on 15 December 2004 (or such other time and date as
may be agreed by the Parties):-
(i) the Group having received a PRC legal opinion in form and
substance satisfactory to the Group covering such matters of
PRC laws in relation to, among other matters, the Agreement and
the transactions contemplated thereunder;
(ii) the Group being satisfied with the results of the
(MORE) Dow Jones Newswires
November 08, 2004 20:45 ET (01:45 GMT)
DJ HK Bourse: Press Release from Vision Grande Grp -4
due diligence review to be conducted by the Group or its agents
on the assets, liabilities, operations and affairs of the World
Grand Group;
(iii) all necessary approvals, consents, authorisations and
permits in relation to the transactions contemplated under the
Agreement having been obtained; and
(iv) the legality and the operation of Kunming World Grand will
not be adversely affected by the Acquisition.
IV. Completion of the Agreement
Completion shall take place at 4:00 p.m. on or before 31 December
2004 (or such other later date as may be agreed between the
Parties).
V. Preferential Right
The Vendors have also granted to the Purchaser the Preferential
Right which entitles the Purchaser to have the first right to
acquire a further 3,000,000 shares of HK$1.00 each in the capital
of World Grand, representing approximately 25% (of which 5.5%
shall be from Joy Benefit and 19.5% shall be from Splendid China)
of the entire issued share capital of World Grand at any time
from 1 January 2006 to 31 December 2006 (or such other period
as may be agreed between the Parties). Upon exercise of the
Preferential Right, the Parties shall negotiate in good faith
to determine the purchase price for the Option Shares. If the
Preferential Right is exercised and acquisition of the Option
Shares is completed, World Grand will become a 60%-owned
subsidiary of the Company. Further announcement will be made
by the Company in compliance with the Listing Rules when the
Purchaser exercises the Preferential Right and the purchase
price for the Option Shares is agreed.
Information on the Group and the World Grand Group
The Group is principally engaged in the printing of high quality
cigarette packages and manufacturing of laminated papers in the
PRC.
World Grand is an investment holding company and is the
registered and beneficial owner of 90% in the registered capital
of Kunming World Grand. The remaining 10% equity interests is
owned by an Independent Third Party.
Kunming World Grand is a sino-foreign equity joint venture
incorporated in the PRC in 2002 which is principally engaged
in the printing of high quality cigarette packages in Kunming,
Yunnan Province, the PRC. Currently, Kunming World Grand is an
existing customer of the Group placing orders for laminated paper
from the Group.
According to the unaudited accounts of the World Grand Group
for each of the two financial years ended 31 December 2003 and
the seven months ended 31 July 2004 (which were prepared in
accordance with generally accepted accounting principles in Hong
Kong), the World Grand Group recorded an unaudited profit before
tax and minority interests of approximately HK$7,731,000,
HK$40,890,000 and HK$78,586,000, respectively. The unaudited
profit after tax and minority interests of the World Grand Group
for each of the two financial years ended 31 December 2003 and
the seven months ended 31 July 2004 was approximately
HK$9,887,000, HK$22,277,000 and HK$61,513,000, respectively.
As at 31 December 2003, the unaudited net asset value of the
World Grand Group was approximately HK$51,019,000.
Reasons for the Acquisition
(MORE) Dow Jones Newswires
November 08, 2004 20:45 ET (01:45 GMT)
DJ HK Bourse: Press Release from Vision Grande Grp -5
As stated in the prospectus issued by the Company on 16 March
2004, the long-term business objective of the Group is to become
a market leader in the printing of cigarette packages and the
manufacturing of laminated papers in the PRC. In particular,
the Group will identify large cigarette package printers as its
primary target customers of laminated papers. The Directors
expect that the Acquisition will provide a strategic opportunity
for the Group to penetrate into the cigarette package market
in Yunnan Province, the PRC, which, as far as the Directors are
aware, is the largest cigarette manufacturing base in the PRC.
Through the strategic relationship with Kunming World Grand,
the Directors believe that the Acquisition could bring synergy
effect to both the Group and the World Grand Group in terms of
sharing of resources such as technology know-how and printing
machinery and consolidation of the marketing and sales force,
as well as benefiting from the economies of scale. The Directors
also believe the Acquisition enables the Group to have a stable
order for laminated paper from Kunming World Grand and to explore
further business potential and opportunity in terms of supply
of laminated papers and/or cigarette packaging and printing
business. The Directors consider that the Acquisition is in line
with the corporate development of the Group and the future plans
as stated in the prospectus of the Company, and therefore is
in the best interests of the Group and the Shareholders as a
whole.
Listing Rules Requirement
The Acquisition constitutes a discloseable transaction of the
Company under the Listing Rules. A circular containing, among
other things, further details of the Acquisition will be
despatched to the Shareholders as soon as practicable.
General
As at the date of this announcement, the executive Directors
are (i) Mr. Li Wei Bo, (ii) Mr. Lee Cheuk Yin, Dannis, (iii)
Mr. Cheung Chun Ming, and (iv) Ms. Zhu Wei Li, the non-executive
Director is Mr. Sik Siu Kwan, and the independent non-executive
Directors are (i) Mr. Ng Kwai Sang, (ii) Mr. Ng Pui Cheung, Joseph,
and (iii) Mr. Chung Kwok Mo, John.
Definitions
"Acquisition" the proposed acquisition of the Sale Shares and
the Sale Loans by the Purchaser as contemplated under the
Agreement
"Agreement" the conditional sale and purchase agreement dated
8 November 2004 and entered into between the Vendors and the
Purchaser in relation to the Acquisition "Board" the board of Directors
"Company" Vision Grande Group Holdings Limited, a company
incorporated in the Cayman Islands and the issued Shares of which
are listed on the main board of the Stock Exchange
"Consideration" the consideration payable by the Purchaser to
the Vendors for the Acquisition under the Agreement
"Completion" the completion of the Acquisition, which shall take
place on or before 31 December 2004 (or such later date as may
be agreed between the Parties)
"Directors" the directors of the Company "Group" the Company and its subsidiaries
(MORE) Dow Jones Newswires
November 08, 2004 20:45 ET (01:45 GMT)
DJ HK Bourse: Press Release from Vision Grande Grp -6
"Hong Kong" the Hong Kong Special Administrative Region of the
PRC "Independent Third Party(ies)" independent third party(ies)
not connected with any of the directors, chief executive or
substantial shareholders of the Company or any of its
subsidiaries or their respective associates (as defined in the
Listing Rules) "Joy Benefit" Joy Benefit Limited, a company incorporated in
the British Virgin Islands with limited liability and is
beneficially owned by an Independent Third Party "Kunming World Grand" Kunming World Grand Colour Printing Co.,
Ltd. (*), a sino-foreign equity joint venture
established in the PRC and the registered capital of which is
owned as to 90% by World Grand and as to 10% by an Independent
Third Party "Listing Rules" the Rules Governing the Listing of Securities
on the Stock Exchange "MOU" the memorandum of understanding dated 9 July 2004 and
entered into between the Vendors and the Purchaser in relation
to the Acquisition "Option Shares" a further 3,000,000 ordinary shares of HK$1.00
each in the capital of World Grand as may be acquired by the
Purchaser upon exercise of the Preferential Right
"Parties" the Purchaser and the Vendors "PRC" the People's Republic of China which, for the purpose of
this announcement, excludes Hong Kong, Macau Special
Administrative Region and Taiwan "Preferential Right" the preferential right granted by the
Vendors to the Purchaser under the Agreement to acquire the
Option Shares
"Purchaser" Mega Vision Enterprises Limited, an indirect
wholly-owned subsidiary of the Company incorporated in the
British Virgin Islands with limited liability "Sale Loans" the amount of HK$14,227,500 due by World Grand to
the Vendors, representing 35% of all the obligations,
liabilities and debts owing or incurred by World Grand to its
shareholders as at the date of the Agreement "Sale Shares" a total of 4,200,000 ordinary shares of HK$1.00
each in the capital of World Grand, which are beneficially owned
as to 2,940,000 shares by Joy Benefit and as to 1,260,000 shares
by Splendid China, representing 35% of the entire issued share
capital of World Grand
"Share(s)" ordinary share(s) of HK$0.01 each in the issued
share capital of the Company "Shareholder(s) holder(s) of the Share(s)
"Splendid China" Splendid China Limited, a company
incorporated in the British Virgin Islands with limited
liability and is beneficially owned by an Independent Third Party
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Vendors" Joy Benefit and Splendid China
(MORE) Dow Jones Newswires
November 08, 2004 20:45 ET (01:45 GMT)
DJ HK Bourse: Press Release from Vision Grande Grp -7
"World Grand" World Grand Holdings Limited, a company
incorporated in Hong Kong whose entire issued share capital is
beneficially owned as to 60% by the Vendors and as to 40% by
an Independent Third Party
"World Grand Group" World Grand and Kunming World Grand "HK$" Hong Kong dollars, the lawful currency of Hong Kong
Dow Jones news delayed 20 minutes.
Copyright 2001 Dow Jones & Company, Inc. All Rights Reserved.
Copyright © 2002 Yahoo! Inc. All rights reserved.
Questions or suggestions? Send us feedback.
Opinions? Take it to chat.
| 
