Cosmopolitan International Holdings Ltd. (SEHK:120) entered into a sale and purchase agreement to acquire Excel Crown Investments Limited and Joyous Unity Investments Limited from P&R Holdings Limited and Faith Crown Holdings Limited for HKD 1.8 billion on June 27, 2013. Cosmopolitan International will acquire 70% stake in Excel Crown and Joyous Unity from P&R Holdings for HKD 1.3 billion and 30% stake from Faith Crown Holdings Limited for approximately HKD 550 million. Cosmopolitan will also acquire P&R shareholder loans and all amounts due to Faith Crown (FC shareholder loans) which amount to HKD 340.2 million and HKD 145.8 million respectively. The net consideration will be payable within three years after completion of the transaction in any number of installments at the discretion of Cosmopolitan International. Cosmopolitan International will pledge 35 issued shares of Joyous Unity and 35 issued shares of Excel Crown and the dividends and distribution arising therefrom, 50% of the P&R shareholder loans and 35% of any future shareholder's loans until the consideration for the transaction is settled with P&R Holdings. Cosmopolitan International will pledge 30 issued shares of Joyous Unity and 30 issued shares of Excel Crown and the dividends and distribution arising therefrom, the FC shareholder loans and 30% of any future shareholder's loans until the consideration for the transaction is settled with Faith Crown.

In related transactions, P&R Holdings Limited signed an agreement to acquire Kola Glory Limited from Cosmopolitan International Holdings Ltd. for HKD 88 million on June 27, 2013 and Cosmopolitan International Holdings Ltd. signed a sale and purchase agreement to acquire Grand Praise Investments Limited from Regal Hotels International Holdings Limited (SEHK:78) for HKD 1.4 billion on June 27, 2013. A novation agreement has been signed Faith Crown, P&R Holdings and Cosmopolitan International on June 27, 2013 pursuant to which Cosmopolitan International will assume the outstanding consideration for the 2011 transaction of approximately HKD 648.1 million payable by P&R Holdings to Faith Crown. For the years ended 31 December 2011 and 2012, Excel Crown Investments Limited and Joyous Unity recorded consolidated net loss (both before and after tax) of approximately HKD 19.3 million and HKD 10.3 million respectively. As at 31 May 2013, the Chengdu Group had consolidated net assets of approximately HKD 2.6 million.

The deal is subject to respective approvals of the shareholders of ultimate parents of P&R Holdings namely, Century City International Holdings Limited (SEHK:355) and Paliburg Holdings Limited (SEHK:617), the approval of the independent shareholders of Cosmopolitan, due diligence, all necessary obligations having been complied with and all necessary consents having been obtained and all of the conditions precedent to the completion of the other agreement having been satisfied or waived. The Century City, ultimate parent of Cosmopolitan International Directors (including the independent non-executive Directors) consider that the terms of transaction are fair and reasonable and in the interests of Century City and its shareholders as a whole. The Paliburg Directors (including the independent non-executive Directors) consider that the terms of the transaction are fair and reasonable and in the interests of Paliburg and its shareholders as a whole. The conditions must be satisfied or waived on or before September 25, 2013. The completion shall take place on the next business day after the satisfaction or waiver of the conditions. P&R Holdings intends to use the proceeds from the transaction for working capital purposes.

As of July 18, 2013, the transaction has been approved by the shareholders of Regal Hotels International Holdings Limited, a shareholder of Cosmopolitan International. As on August 16, 2013 the contents of the circular which Cosmopolitan International expects to dispatch will be postponed to a date falling on or before August 23, 2013. As of August 27, 2013, an independent board committee of the Board comprising Li Ka Fai, David, Lee Choy Sang and Ka Kit (all being independent non-executive Directors), established to advise the independent shareholders on transactions on deal. The extraordinary general meeting of Cosmopolitan International Holdings will be held on September 13, 2013. The Independent Board committee of Cosmopolitan recommended the independent shareholders to vote in favor of the deal. As of September 13, 2013, the transaction has been approved by the shareholders of Cosmopolitan International. The outstanding consideration is expected to take place on October 13, 2016. Savills Valuation and Professional Services Limited acted as independent valuer for the deal. First Shanghai Capital Limited acted as financial advisor for Independent Board committee of Cosmopolitan International Holdings Ltd. Computershare Hong Kong Investor Services acted as share registrar to Regal Hotels, parent of P&R Holdings Limited, and Cosmopolitan.

Cosmopolitan International Holdings Ltd. (SEHK:120) completed the acquisition of Excel Crown Investments Limited and Joyous Unity Investments Limited from P&R Holdings Limited and Faith Crown Holdings Limited on September 13, 2013.