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.
Pursuant to a series of disposals, South China Morning Post Publishers Limited, a wholly-owned subsidiary of the Company, has sold to the Purchasers the Shares in TPP, a company whose shares are listed on the SET, for a price between THB5.00 (approximately HK$1.11) and THB7.00 (approximately HK$1.56) per Share for an aggregate consideration of THB695,093,290 (approximately HK$154,957,109).
Upon Closing of the last of the Disposals, one or more of the applicable percentage ratios (as defined in the Listing Rules) of the Disposals, on an aggregated basis, exceed 5% but are less than 25%. Accordingly, the Disposals, on an aggregated basis, constitute a discloseable transaction for the Company and are therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
South China Morning Post Publishers Limited, a wholly-owned subsidiary of the Company, agreed to sell to the Purchasers the Shares as follows:
Purchaser | Date of Signing of Agreement / execution order | Date of Closing (on or before) | Number of Shares | Price per Share (THB) | Total Consideration (THB) |
Purchaser A | 19 June 2015 | 24 June 2015 | 14,107,270 | 7.00 | 98,750,890 |
Purchaser B | 22 June 2015 | 26 June 2015 | 27,500,000 | 7.00 | 192,500,000 |
Purchaser C | 14 July 2015 | 20 July 2015 | 10,000,000 | 7.00 | 70,000,000 |
Purchaser B | 30 September 2015 | 5 October 2015 | 12,500,000 | 7.00 | 87,500,000 |
Purchaser D | 3 February 2016 | 8 February 2016 | 17,500,000 | 7.00 | 122,500,000 |
Purchaser E | 28 March 2016 | 31 March 2016 | 24,768,480 | 5.00 | 123,842,400 |
Total | 106,375,750 | 695,093,290 |
The Shares in aggregate represent 21.275% of the issued share capital of TPP. Upon Closing of all the Disposals, the Group shall cease to have any equity interest in TPP.
The total aggregate consideration received by SCMPP (excluding brokerage and other transaction costs) for the Disposals is THB695,093,290 (approximately HK$154,957,109).
The Consideration for each transaction was determined after arm's length negotiations between SCMPP and the relevant Purchaser with reference to the prevailing market prices of TPP shares on the SET at the relevant times and taking into account other commercial considerations.
The Company is an investment holding company. The principal activities of the Group consist of the publishing, printing and distribution of the South China Morning Post, Sunday Morning Post, various magazines and other related print and digital publications. The Group is also involved in property investment through its subsidiaries.
SCMPP is in the newspaper and magazine publishing business. Publications include the South China Morning Post, Sunday Morning Post and other print and digital publications in Hong Kong.
Purchaser A is a retail and commercial bank incorporated and operating in Thailand. Purchaser B, Purchaser C, Purchaser D and Purchaser E are individuals. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Purchasers and its ultimate beneficial owner are third parties independent of the Company and its connected persons (as defined in the Listing Rules).
TPP is a public company incorporated under Thai laws, domiciled in Thailand and listed on the SET. It is principally engaged in the publishing and distribution of newspapers, magazines and books and the production of television programmes.
Set out below are the revenue, net loss (both before and after taxation) and net asset value of TPP for the two financial years immediately preceding Closing of the last of the Disposals:
For the year ended 31 December 2015 | For the year ended 31 December 2014 | |
Approx. HK$ (audited) ^ | Approx. HK$ (audited) ^ | |
Revenue | 467,116,000 | 533,060,000 |
Loss before taxation | (53,545,000) | (39,095,000) |
Loss after taxation | (51,879,000) | (39,796,000) |
Net asset value | 211,767,000 | 142,604,000 |
^ based on exchange rate of THB1.00 to HK$0.215 and THB1.00 to HK$0.236 as at 31 December 2015 and 31 December 2014 respectively
As investment in TPP is not a core business of the Group, the Disposals allow the Group to focus on its core business and growth projects. The terms and conditions of the Disposals were determined on
normal commercial terms after arms' length negotiations between SCMPP and the Purchasers. Accordingly, the Directors (including the independent non-executive Directors) consider that the terms of the Disposals are fair and reasonable and the Disposals are in the interests of the Company and the shareholders as a whole.
After taking into account the Consideration and related transaction costs, it is expected that a gain of approximately HK$95 million will be recorded. The net proceeds will be used for general working capital purposes.
Upon Closing of the last of the Disposals, one or more of the applicable percentage ratios (as defined in the Listing Rules) of the Disposals, on an aggregated basis, exceed 5% but are less than 25%. Accordingly, the Disposals, on an aggregated basis, constitute a discloseable transaction for the Company and are therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
In this announcement, unless the context otherwise requires, the following terms have the following meanings:
Board | the board of Directors |
Closing | settlement of the Disposals on the SET |
Company | SCMP Group Limited, an exempted company incorporated in Bermuda with limited liability, the issued shares of which are listed on the main board of the Stock Exchange |
Consideration | the aggregate sale price of THB695,093,290 (approximately HK$154,957,109) for the Disposals |
Director(s) | the director(s) of the Company |
Disposals | the disposals of the Shares by SCMPP to the Purchasers for Consideration |
Group | the Company and its subsidiaries |
Hong Kong | the Hong Kong Special Administrative Region of the People's Republic of China |
HK$ | Hong Kong dollars, the lawful currency of Hong Kong |
Listing Rules | the Rules Governing the Listing of Securities on the Stock Exchange |
Purchaser A | Bangkok Bank Public Company Limited |
Purchaser B | Suthikiati Chirathivat, an individual |
Purchaser C | Suchitra Mongkolkiti, an individual |
Purchaser D | Thirayuth Chirathivat, an individual |
Purchaser E | Ek-Rit Boonpiti, an individual |
SCMPP | South China Morning Post Publishers Limited, a wholly-owned subsidiary of the Company incorporated with limited liability under the laws of Hong Kong |
SET | The Stock Exchange of Thailand |
Shares | 106,375,750 ordinary shares of TPP owned by SCMPP and the subject of the Disposals, each a Share |
Stock Exchange | The Stock Exchange of Hong Kong Limited |
THB | Thai Baht, the lawful currency of Thailand |
TPP | The Post Publishing Public Company Limited, a public company incorporated under Thai laws, the issued shares of which are listed on the SET |
Except as otherwise noted, the translation of THB into HK$ throughout this announcement is based on the exchange rate of THB1.00 to HK$0.22293 (based on the weighted average exchange rate for the Disposals) and, unless otherwise stated, are provided for information purposes only.
On behalf of the Board SCMP Group Limited David J. Pang Chairman
Hong Kong, 31 March 2016
As at the date hereof, the Board comprises: Non-executive Directors
Dr. David J. Pang (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
SCMP Group Limited issued this content on 31 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 31 March 2016 09:42:33 UTC
Original Document: http://scmpgroup.com/sites/default/files/E_Discloseable Transaction Announcement - Disposal of The Post Publishing Shares (E_submission).pdf
