Genting Hong Kong : DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITION OF SHIPYARDS IN GERMANY

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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.

DISCLOSEABLE TRANSACTION

IN RELATION TO THE ACQUISITION OF SHIPYARDS IN GERMANY

THE SALE AND PURCHASE AGREEMENT

The Board is pleased to announce that on 1 March 2016 (German time), the Operations Purchasers, the Land Purchasers and SCSI (each of which is an indirect wholly-owned subsidiary of the Company) entered into the Sale and Purchase Agreement with the Operations Sellers and the Land Sellers, pursuant to which:

1. the Land Purchasers and the Land Sellers agreed to enter into the Land Transfer Agreement (substantially in the form appended to the Sale and Purchase Agreement) upon Completion in relation to the transfer of the Properties, which are the premises (including buildings and facilities) used for the three shipyards in Wismar, Warnemünde and Stralsund respectively, in Germany;

   
   

2. the Land Purchasers agreed to purchase from the Land Sellers the Assets which will be required by the Group for the construction of cruise ships at the three shipyards in Wismar, Warnemünde and Stralsund respectively;

   
   

3. the Operations Purchasers agreed to assume the Contracts (comprising mainly of utility, maintenance and IT contracts) entered into by the Operations Sellers which will be required by the Group for the construction of cruise ships at the three shipyards in Wismar, Warnemünde and Stralsund respectively, and exclude, among others, any customer contracts; and

   
   

4. SCSI agreed to guarantee the payment of the consideration by the Land Purchasers to the Land Sellers.

THE LAND TRANSFER AGREEMENT

Upon Completion of the Sale and Purchase Agreement, the Land Purchasers will enter into the Land Transfer Agreement, pursuant to which the transfer of the Properties by the Land Sellers to the Land Purchasers (which is contemplated under the Sale and Purchase Agreement) will be effected.

The entering into of the Sale and Purchase Agreement and the Land Transfer Agreement will provide the Group with an interest in, among others, the three shipyards in Wismar, Warnemünde and Stralsund respectively, in Germany, and will further enable the Group's construction of cruise ships.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Transaction exceed 5% but all are less than 25%, the Transaction constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.

AS COMPLETION IS SUBJECT TO THE FULFILMENT (OR IF APPLICABLE, WAIVER) OF THE CONDITIONS, THE TRANSACTION MAY OR MAY NOT PROCEED. THE ISSUE OF THIS ANNOUNCEMENT DOES NOT IN ANY WAY IMPLY THAT THE TRANSACTION WILL BE IMPLEMENTED OR COMPLETED. SHAREHOLDERS AND POTENTIAL INVESTORS SHOULD EXERCISE CAUTION WHEN DEALING IN THE SHARES.

INTRODUCTION

The Board is pleased to announce that on 1 March 2016 (German time), the Operations Purchasers, the Land Purchasers and SCSI (each of which is an indirect wholly-owned subsidiary of the Company) entered into the Sale and Purchase Agreement with the Operations Sellers and the Land Sellers, pursuant to which:

1. the Land Purchasers and the Land Sellers agreed to enter into the Land Transfer Agreement (substantially in the form appended to the Sale and Purchase Agreement) upon Completion in relation to the transfer of the Properties, which are the premises (including buildings and facilities) used for the three shipyards in Wismar, Warnemünde and Stralsund respectively, in Germany;

   
   

2. the Land Purchasers agreed to purchase from the Land Sellers the Assets which will be required by the Group for the construction of cruise ships at the three shipyards in Wismar, Warnemünde and Stralsund respectively;

   
   

3. the Operations Purchasers agreed to assume the Contracts (comprising mainly of utility, maintenance and IT contracts) entered into by the Operations Sellers which will be required by the Group for the construction of cruise ships at the three shipyards in Wismar, Warnemünde and Stralsund respectively, and exclude, among others, any customer contracts; and

   
   

4. SCSI agreed to guarantee the payment of the consideration by the Land Purchasers to the Land Sellers.

ACQUISITION OF SHIPYARDS IN GERMANY

Upon Completion of the Sale and Purchase Agreement, the Land Purchasers will enter into the Land Transfer Agreement, pursuant to which the transfer of the Properties by the Land Sellers to the Land Purchasers (which is contemplated under the Sale and Purchase Agreement) will be effected.

The entering into of the Sale and Purchase Agreement and the Land Transfer Agreement will provide the Group with an interest in, among others, the three shipyards in Wismar, Warnemünde and Stralsund respectively, in Germany, and will further enable the Group's construction of cruise ships.

Details of each of the Sale and Purchase Agreement and the Land Transfer Agreement are set out below:

THE SALE AND PURCHASE AGREEMENT

Date

1 March 2016 (German time)

Parties

1. the Land Sellers (GHP Wismar Real Estate GmbH, GHP Warnemünde Real Estate GmbH and GHP Stralsund Real Estate GmbH);

   
   

2. the Operations Sellers (Nordic Yards Wismar GmbH, Nordic Yards Warnemünde GmbH, Nordic Yards Stralsund GmbH and Nordic Yards Service GmbH);

   
   

3. the Land Purchasers (Star Cruises Wismar Property GmbH, Star Cruises Warnemünde Property GmbH and Star Cruises Stralsund Property GmbH, each of which is an indirect wholly-owned subsidiary of the Company);

   
   

4. the Operations Purchasers (Star Cruises Wismar Operations GmbH, Star Cruises Warnemünde Operations GmbH, Star Cruises Stralsund GmbH and Star Cruises Services GmbH, each of which is an indirect wholly-owned subsidiary of the Company); and

   
   

5. SCSI (Star Cruises Singapore Investment Holding Pte. Ltd., an indirect wholly-owned subsidiary of the Company).

Please see the section headed "Information on the Company and the Parties" below for further information on the parties to the Sale and Purchase Agreement.

Subject matter

Under the Sale and Purchase Agreement:

1. SC Wismar Property and GHP Wismar Real Estate agreed to enter into the Land Transfer Agreement (substantially in the form appended to the Sale and Purchase Agreement) upon Completion in relation to the transfer of the Wismar Property from GHP Wismar Real Estate to SC Wismar Property;

   
   

2. SC Warnemünde Property and GHP Warnemünde Real Estate agreed to enter into the Land Transfer Agreement (substantially in the form appended to the Sale and Purchase Agreement) upon Completion in relation to the transfer of the Warnemünde Property from GHP Warnemünde Real Estate to SC Warnemünde Property;

   
   

3. SC Stralsund Property and GHP Stralsund Real Estate agreed to enter into the Land Transfer Agreement (substantially in the form appended to the Sale and Purchase Agreement) upon Completion in relation to the transfer of the Stralsund Property from GHP Stralsund Real Estate to SC Stralsund Property;

   
   

4. SC Wismar Property agreed to purchase, and GHP Wismar Real Estate agreed to sell:

   
   

5. the tangible fixed assets; and

   
   

6. the intangible assets

   
   

   owned by GHP Wismar Real Estate at the signing date or the Completion Date of the Sale and Purchase Agreement and which will be required by the Group for the construction of cruise ships at the shipyard in Wismar

   
   

   (collectively, the "Wismar Assets");

   
   

7. SC Warnemünde Property agreed to purchase, and GHP Warnemünde Real Estate agreed to sell:

8. the tangible fixed assets; and

   
   

9. the intangible assets




owned by GHP Warnemünde Real Estate at the signing date or the Completion Date of the Sale and Purchase Agreement and which will be required by the Group for the construction of cruise ships at the shipyard in Warnemünde




(collectively, the "Warnemünde Assets");