The Board of International Elite Ltd. (SEHK:1328) resolved to spin-off 41.83% stake in Global Link Communications Holdings Limited (SEHK:8060) for approximately HKD 100 million on July 30, 2018. The Board of International Elite will spin-off approximately 870 million Global Link shares, representing 41.83% stake in Global Link through a special dividend out of share premium account by way of the distribution in specie of the relevant shares to the shareholders whose names appear on the register of members of International Elite on the Record Date. International Elite will distribute approximately 961 Global Link shares for every 0.01 million shares held in International Elite. Following completion of the Distribution in Specie, Global Link will no longer be accounted for as a subsidiary of International Elite.
In related transactions, Hony Gold Holdings, L.P conditionally agreed to purchase 50.75% stake in International Elite from Li Kin Shing, Kwok King Wa and Ever Prosper International Limited for approximately HKD 550 million, Wang Shuang Yin and Sun Xiao Hong entered into agreements to acquire 11.34% stake in in International Elite Ltd. from Kwok King Wa for approximately HKD 120 million, Hony Gold Holdings, L.P will make a mandatory offer to acquire an additional 39.3% stake in International Elite Ltd. for approximately HKD 430 million, Li Kin Shing entered into an agreement to acquire MZone Network Limited and Sunward Telecom Limited from International Elite for approximately HKD 140 million and International Elite entered into an agreement to acquire Goldstream Capital and Goldstream Securities from HCG and Expand Ocean Limited for HKD 270 million.
The transaction is subject to the passing of a special resolution by the independent shareholders of International Elite to approve the Amendment of the Articles in relation to the payment of interim or special dividend out of the share premium account, the passing of an ordinary resolution by the independent shareholders of International Elite to approve the payment of the special dividend out of the share premium account by way of the distribution in specie, the granting of the waiver from the Executive Director of the Corporate Finance Division of the Securities and Futures Commission to Li Kin Shing and his associates to dispense with the requirement to make a mandatory general offer on all the shares of Global Link not already beneficially owned or agreed to be acquired by Li Kin Shing, his associates and parties acting in concert with it in relation to the distribution in specie and the Directors being satisfied that there are no reasonable grounds for believing that International Elite is, or immediately after the special dividend is paid will be, unable to pay its debts as they fall due in the ordinary course of business.
The independent committee of the Board comprising all the independent non-executive Directors, namely Chen Xue Dao, Cheung Sai Ming and Liu Chun Bao, has been established by International Elite to make recommendations to the Independent Shareholders regarding the transaction contemplated. Lego Corporate Finance Limited acted as financial advisor to the Independent Board Committee and the Independent Shareholders of International Elite.
The Board of International Elite Ltd. (SEHK:1328) completed the spin-off of 41.83% stake in Global Link Communications Holdings Limited (SEHK:8060) on October 15, 2018. The record date for the transaction was October 5, 2018.