GREAT WALL PAN ASIA HOLDINGS LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
SCMPP, a wholly-owned subsidiary of the Company, entered into the Sales and Supply Agreement with SLIHML on 30 June 2014 whereby SCMPP agreed to supply and SLIHML agreed to subscribe the Products. The maximum fee payable to SCMPP is estimated to be HK$3,984,782.
SLIHML is a wholly-owned subsidiary of SA and SA is an associate of Kerry Group Limited. As Kerry Group Limited is a substantial shareholder and therefore a connected person of the Company, as such the transaction under the Sales and Supply Agreement constitutes a connected transaction for the Company under Rule 14A.13(1) of the Listing Rules.
As one or more of the relevant percentage ratios (as defined under the Listing Rules)(other than the profits ratio) applicable to the transaction exceed 0.1% but do not exceed 5% and, therefore, pursuant to Rule 14A.32 of the Listing Rules, the transaction is only subject to the announcement and reporting requirements set out in Rules 14A.45 and 14A.47 of the Listing Rules and is exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Details of the transaction will be included in the Company's next published annual report and accounts.
Date: 30 June 2014
Parties: SCMPP and SLIHML
Term: 7 July 2014 to 31 December 2015
Transaction: SCMPP was engaged to supply and SLIHML agreed to subscribe the Products subject to the terms and conditions of the Sales and Supply Agreement.
Subscription fee:
It is estimated that a maximum fee of approximately HK$3,984,782 would be payable by SLIHML to SCMPP.
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The subscription fee was determined primarily by reference to the prevailing commercial rates charged by SCMPP to other customers and are no more favourable to SLIHML than those available to independent third party customers. SLIHML shall make full payment for the Products within 30 days of receipt of a valid invoice subject to SCMPP having satisfactorily fulfilled an order and the relevant Products having been received and accepted by SLIHML.
Kerry Group Limited is the ultimate holding company of the Company. As at the date of this announcement, Kerry Group Limited (through its subsidiaries and controlled corporations) was interested in 1,155,061,308 Shares, representing approximately 74% of the Company's issued share capital. SLIHML is a wholly-owned subsidiary of SA and SA is an associate of Kerry Group Limited. As Kerry Group Limited is a substantial shareholder and therefore a connected person of the Company, as such the transaction under the Sales and Supply Agreement constitutes a connected transaction for the Company under Rule 14A.13(1) of the Listing Rules.
The maximum fee payable to SCMPP is estimated to be approximately HK$3,984,782 pursuant to the Sales and Supply Agreement. As one or more of the relevant percentage ratios (as defined under the Listing Rules)(other than the profits ratio) applicable to the transaction exceed 0.1% but do not exceed 5% and, therefore, pursuant to Rule 14A.32 of the Listing Rules, the transaction is only subject to the announcement and reporting requirements set out in Rules 14A.45 and 14A.47 of the Listing Rules and is exempt from the independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Details of the transaction will be included in the Company's next published annual report and accounts.
The terms of the Sales and Supply Agreement were arrived at after arm's length negotiations between the parties. The Directors, including independent non-executive Directors of the Company, are of the view that the above transaction is conducted on normal commercial terms that are no less favourable to the Group than terms available to or from independent third party customers, is fair and reasonable so far as the Company and the shareholders of the Company are concerned and is in the interests of the Company and the shareholders of the Company as a whole.
INFORMATION ABOUT THE GROUP AND SLIHML
The Company is an investment holding company. The principal activities of the Group consist of the publishing, printing and distribution of the South China Morning Post, Sunday Morning Post, various magazines and other related print and digital publications. The Group is also involved in property investment through its subsidiaries.
SCMPP, a wholly-owned subsidiary of the Company, is in the newspaper and magazine publishing business. Publications include the South China Morning Post, Sunday Morning Post and other print and digital publications in Hong Kong.
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SA and its subsidiaries are principally engaged in the ownership and operation of hotels and associated properties and the provision of hotel management and related services. SLIHML, a wholly-owned subsidiary of SA, is principally engaged in hotel management, marketing, consultancy and reservation services.
The provision of publication and distribution services is in the ordinary and usual course of business of the Group. The terms of the Sales and Supply Agreement were arrived at after arm's length negotiations between the parties. The Directors, including the independent non-executive Directors, consider that the transaction is conducted on normal commercial terms and is beneficial to the business of the Company and the interests of the shareholders of the Company as a whole.
OTHER INFORMATIONThe Board has taken note that Ms. Kuok Hui Kwong, an Executive Director of the Company, had abstained from voting on the resolutions of the Board approving the transaction under the Sales and Supply Agreement with reference to the relevant requirements under the Bye-Laws of the Company and the Listing Rules.
DEFINITIONS
"associate" has the meaning ascribed to it under the Listing Rules
"Board" the board of directors of the Company including independent non-executive Directors
"Bye-Laws" the bye-laws of the Company as amended, supplemented or modified from time to time
"Company" SCMP Group Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of the Stock Exchange
"connected person" has the meaning ascribed to it under the Listing Rules
"Directors" Directors of the Company including independent non- executive Directors
"Group" Company and its subsidiaries
"Hong Kong" Hong Kong Special Administrative Region of the People's
Republic of China
"Listing Rules" the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
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"Products" the South China Morning Post newspaper and the Internet
Protocol (IP) access to the scmp.com news website
"Sales and Supply
Agreement"
Sales and Supply Agreement dated 30 June 2014 between
SCMPP and SLIHML
"SA" Shangri-La Asia Limited, an associate of Kerry Group Limited and whose shares are listed on the Main Board of the Stock Exchange with secondary listing on the Singapore Exchange Securities Trading Limited
"SCMPP" South China Morning Post Publishers Limited, a wholly- owned subsidiary of the Company
"SLIHML" Shangri-La International Hotel Management Limited, a wholly-owned subsidiary of SA
"Share(s)"
"Stock Exchange"
the ordinary share(s) of HK$0.10 each in the share capital of the Company
The Stock Exchange of Hong Kong Limited
By Order of the Board Chau Wai Man Beverly Company Secretary
Hong Kong, 30 June 2014
As at the date hereof, the Board comprises: Non-executive Directors
Dr. David J. Pang (Chairman), Mr. Roberto V. Ongpin (Deputy Chairman)
and Tan Sri Dr. Khoo Kay Peng
Independent Non-executive Directors
Dr. Fred Hu Zu Liu, Dr. the Hon. Sir David Li Kwok Po and Mr. Wong Kai Man
Executive Director
Ms. Kuok Hui Kwong
* For identification purpose only
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