ITC Properties Group Limited (SEHK:199) and All Fame Developments Limited entered into an agreement to acquire 40% stake in Uni-Dragon Limited from South Shore Holdings Limited (SEHK:577) for HKD 600 million on October 14, 2019. In a related transaction, South Shore Holdings Limited agreed to sell another 10% stake in Uni-Dragon Limited to Ease Link for HKD 150 million. Pursuant to the terms of agreement, ITC Properties and All Fame Developments will each acquire 200 shares each constituting a collective 40% stake for HKD 300 million each.

ITC Properties and All Fame each paid HKD 15 million upon signing of the agreement and the remaining consideration is payable upon completion. ITC Properties will finance the consideration from internal resources. For year ended March 31, 2019, Uni-Dragon reported net liabilities of HKD 5.6 billion, net loss before and after taxation of HKD 4.3 billion and total assets of HKD 4.2 billion.

Upon completion, members of the Uni-Dragon group will become associates of ITC Properties. The Board of Uni-Dragon will consist of eight directors. South Shore will appoint three, ITC Properties and All Fame will each appoint 2 directors and Ease Link will appoint 1 director.

The transaction is subject South Shore delivering the audited accounts of New Concordia, indirect subsidiary of Uni-Dragon to buyers for the year ended March 31, 2019. The transaction also require approval from shareholders of South Shore and ITC Properties, consent from lenders of the existing bank facilities, completion of restructuring, completion of transaction with Ease Link and buyers being satisfied from the due diligence. Completion will take place on the 10th business day after fulfilment of the last conditions precedent.

On February 19, 2020, ITC Properties announced the long stop date as April 14, 2020. On April 6, 2020, the long stop date was extended till June 14, 2020. On June 12, 2020, the long stop date was extended till July 13, 2020.

On July 13, 2020, the long stop date was extended till August 31, 2020. Anglo Chinese Corporate Finance, Limited acted as financial advisor for South Shore.