Kang Ming-Ming entered into a sale and purchase agreement to acquire a 75% stake in Birmingham City Stadium Ltd from Birmingham Sports Holdings Limited (SEHK:2309) for £10.8 million on March 31, 2021. The consideration for the sale and purchase of the sale shares and the assignment of the sale loan shall be approximately £0.02 million and approximately £10.78 million respectively, and shall be paid by the purchaser to Birmingham Sports in cash in the following manner: (a) as to £5.4 million to be paid as deposit within ten business days upon the signing of the agreement; and (b) the balance of the consideration (excluding any consideration adjustment), to be paid as deposit at least five business days before earlier of (A) the completion sate and (B) the long stop date. Upon completion, the deposit shall represent full payment of the consideration (except for any Consideration Adjustment) payable by the Purchaser under the agreement. Birmingham Sports Holdings has conditionally agreed to assign, and the Purchaser has conditionally agreed to accept the assignment of the Sale Loan, representing 100% of the total amount of the shareholders loan outstanding and owing by Birmingham City to Birmingham Sports as at completion. Following completion, Birmingham City will cease to be a subsidiary Birmingham Sports and will no longer hold any interest in the shares of Birmingham City. Upon completion, Birmingham City and Birmingham City Football Club will enter into the New Deed of Variation to vary certain terms of the Existing Lease Agreement in relation to the lease of the Stadium.
The sale and purchase of the sale shares and the assignment of Sale Loan are interdependent and shall be completed simultaneously. The long stop date is June 30, 2021. Upon completion, the estimated net proceeds of approximately £10.8 million will be used for repayment of external debts of £8.56 million; and general working capital use of £2.14 million. It is expected that there will be a gain before tax of approximately £6.8 million.
Kang Ming-Ming completed the acquisition of a 75% stake in Birmingham City Stadium Ltd from Birmingham Sports Holdings Limited (SEHK:2309) on June 7, 2021. All conditions precedent to the Sale and Purchase Agreement have been fulfilled.