An unknown buyer entered into sale and purchase agreement to acquire 50.75% stake in International Elite Ltd. (SEHK:1328) from Li Kin Shing, Kwok King Wa and Ever Prosper International Limited for HKD 550 million on July 30, 2018. Under the terms, Hony Gold GP Limited will acquire 4.6 billion shares at approximately HKD 0.11931 per share in which Li Kin Shing, Kwok King Wa and Ever Prosper International Limited will receive HKD 137.3 million, HKD 167.93 million and HKD 244.82 million for selling 1.2 billion shares (12.67%), 1.41 billion shares (15.49%) and 2.1 billion shares (22.59%) respectively. In related transaction, An unknown buyer made an offer to acquire an additional 20.5% stake in International Elite Ltd. (SEHK:1328) for approximately HKD 220 million and disposal agreement, acquisition agreement, facility agreement, management agreements and lease agreement has also been signed on July 30, 2018. The transaction is funded by buyer internal resources and 90% of loan facility granted by an independent financial institution to the buyer for financing part of the 90% of the total consideration under the sale and purchase agreement.
The transaction is conditional upon the following conditions including approval from the independent shareholders of International Elite Ltd at the Extraordinary General Meeting; all conditions precedent to the respective completion of the related transactions including Li Kin Shing entered into an agreement to acquire MZone Network Limited from International Elite Ltd for approximately HKD 140 million, International Elite Ltd entered into an agreement to acquire Goldstream Securities Limited and Goldstream Capital Management Limited from Hony Capital Group, L.P and Expand Ocean Limited for HKD 270 million, Wang Shuang Yin and Sun Xiao Hong agreed to acquire 530 million and 500 million Sell Down Shares respectively from Kwok King Wa and the facility agreement entered into Li Kin Shing and International Elite Ltd on July 30, 2018 in relation to an unsecured Hong Kong Dollars revolving term loan facility of a total principal amount of up to HKD 215 million at any one time outstanding; consummation of the distribution of special dividend out of the share premium account by way of a distribution in specie of the relevant shares in the proportion of 961 Global Link Communications Holdings Limited shares for every 0.01 million shares held in the International Elite Ltd to the qualifying shareholders whose names appear on the registers of members of the International Elite Ltd on the record date, to be decided by the board; all necessary approvals and consents by the government, regulatory authorities (including but not limited to the Stock Exchange and the SFC), banks, contractual counterparties and/or any other parties in respect of the transaction and other conditions. If the conditions are not fulfilled on or before January 29, 2019, an unknown buyer and Li Kin Shing, Kwok King Wa and Ever Prosper International Limited may each have right, by notice in writing to terminate the transaction. The completion of the transaction shall be inter-conditional on and take place on the third Business Day after the date on which the conditions precedent of the transaction are fulfilled (or waived, where applicable) or such other date as may be agreed between the parties in writing. As per the update on November 29, 2018, all the conditions has been fulfilled.
An unknown buyer completed the acquisition of 50.75% stake in International Elite Ltd. (SEHK:1328) from Li Kin Shing, Kwok King Wa and Ever Prosper International Limited on November 29, 2018.