P&R Holdings Limited signed an agreement to acquire Kola Glory Limited from Cosmopolitan International Holdings Ltd. (SEHK:120) for approximately HKD 180 million on June 27, 2013. P&R Holdings will also acquire the Cosmo shareholder loan which amounts to HKD 95 million from Cosmopolitan. The consideration shall be payable by P&R Holdings to Cosmopolitan upon completion of the agreement. Cosmopolitan undertakes to apply the consideration received from the Rainbow Lodge Transaction to repay part of the consideration of the agreement to acquire Grand Praise Investments.

In related transactions, Cosmopolitan International Holdings Ltd. (SEHK:120) entered into the 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 approximately HKD 1.8 billion on June 27, 2013 and Cosmopolitan International Holdings Ltd. (SEHK:120) 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. Upon completion of the transaction, Kola Glory will be wholly owned by P&R Holdings. As at September 30, 2012, the Kola Glory had consolidated net assets excluding the Cosmo shareholder loans of approximately HKD 80.1 million. For the year ended March 31, 2013, Kola Glory reported net liability of HKD 7 million and net income of HKD 5 million.

The transaction is subject to the approval of the independent shareholders of Cosmopolitan, P&R Holdings being satisfied with the results of the financial, legal and business due diligence and all necessary obligations having been complied with and all necessary consents having been obtained. The conditions must be satisfied or waived on or before September 25, 2013. The Century City Directors, ultimate parent of P&R Holdings and Cosmopolitan (including the independent non-executive Directors) consider that the terms of the transaction are fair and reasonable and in the interests of Century City and its shareholders as a whole. The completion shall take place on the next business day after the satisfaction or waiver of the conditions precedent. A special committee of Board of Cosmopolitan International is formed to advise the shareholders. As of August 27, 2013, the Board of Cosmopolitan International Holdings Ltd recommended its shareholders to approve the transaction. As of September 13, 2013, the transaction was approved by shareholders of Cosmopolitan. Computershare Hong Kong Investor Services Limited acted as transfer agent and First Shanghai Capital Limited acted as financial advisor for Cosmopolitan International Holdings Ltd. Ernst & Young Hong Kong and ShineWing (HK) CPA Limited acted as accountants for Cosmopolitan International Holdings Ltd.