| On 8th May, 2001, Century Score, a wholly-owned subsidiary of the Company, conditionally agreed to purchase the Property at a consideration of HK$275,000,000 from independent third parties. The Property is a vacant site ready for development.
The Directors intends to develop the Property and construct a commercial building which will be let upon completion of the construction works. The Acquisition will ultimately generate and provide additional source of revenue for the Company and intend to hold the Property as a long-term investment. The total purchase price for the Property shall be paid in cash by the Purchaser in the following manner:- (a) HK$5,000,000.00 has been paid as initial deposit of the purchase price; (b) HK$22,500,000.00 has been paid upon signing of the Agreement as further deposit of the purchase price; and (c) HK$247,500,000.00 balance thereof to be paid on the date of completion. The Consideration was negotiated on an arm's length basis and the Directors are of the view that the terms of the Agreement are fair and reasonable. The Company will fund the acquisition of the Property from internal resources and bank borrowings. The Acquisition constitute a discloseable transactions under Chapter 14 of the Listing Rules. A circular giving the information required under the Listing Rules will be despatched to shareholders for information shortly. |
AGREEMENT DATE
8th May, 2001
PARTIES
| Vendor: | First Link Holdings Limited, Fortune Regent Limited, Gold Step (Asia) Limited, Grainview Investment Limited, Winland Investment Limited and Wales Limited, wholly-owned subsidiaries of Soundwill Holdings Limited acting by the Receiver. |
| Receiver: | Joseph K.C. Lo and/or Dermot Agnew, the joint and several receivers appointed under a debenture registered in the Land Registry by Memorial No.7512022. |
| The Vendor and the Receiver are independent third parties not connected with the Company, its Directors, chief executive or substantial shareholders, any of its subsidiaries or their respective associates (as defined in the Listing Rules). | |
| Purchaser: | Century Score |
THE ACQUISITION
Pursuant to the Agreement, Century Score agreed to purchase ALL THOSE pieces or parcels of ground registered in the Land Registry as SECTION A OF SUBSECTION 6 OF SECTION B OF INLAND LOT NO.730, THE REMAINING PORTION OF SUBSECTION 6 OF SECTION B OF INLAND LOT NO.730, SUBSECTION 1 OF SECTION C OF SUBSECTION 4 OF SECTION B OF INLAND LOT NO.730, THE REMAINING PORTION OF SECTION C OF SUBSECTION 4 OF SECTION B OF INLAND LOT NO.730, SUBSECTION 1 OF SECTION C OF INLAND LOT NO.730, THE REMAINING PORTION OF SECTION C OF INLAND LOT NO.730, THE REMAINING PORTION OF INLAND LOT NO.5457, THE REMAINING PORTION OF INLAND LOT NO.5458, THE REMAINING PORTION OF INLAND LOT NO.5459, THE REMAINING PORTION OF INLAND LOT NO.5460, INLAND LOT NO.5461 and INLAND LOT NO.5462 and of and in the messuages erections and buildings erected and/or to be erected thereon (if any) now known as NOS.11 and 13 YIU WAH STREET and NOS.27, 29, 31, 33, 35, 37, 39, 41, 43 AND 45 SHARP STREET EAST, Hong Kong (the "Property").
The Property is to be sold on an "as is" physical basis and with vacant possession.
Time shall in every respect be of the essence for the purpose of the Agreement.
CONSIDERATION
The total consideration for the Acquisition is HK$275,000,000.
The total purchase price for the Property shall be paid in cash by the Purchaser to the Vendor in the following manner:-
(a) HK$5,000,000.00 has been paid as initial deposit of the purchase price;
(b) HK$22,500,000.00 has been paid upon signing of the Agreement as further deposit of the purchase price; and
(c) HK$247,500,000.00 balance thereof to be paid on the date of completion being on or before 5:00 p.m., 3rd August 2001.
The Consideration was negotiated on an arm's length basis. The Directors are of the view that the Consideration and the terms of the Agreement are fair and reasonable.
COMPLETION
Completion shall take place on or before 5:00 p.m., 3rd August, 2001. No partial completion is allowed.
REASONS FOR THE ACQUISITION
The principal business of the Company is investment holding and its subsidiaries are principally engaged in building construction in Hong Kong. The Company intends to erect a commercial building on the Property mainly for business letting. The Directors consider that the Acquisition will generate and provide additional source of revenue for the Company after the building is completed for occupation and intend to hold the Property as a long-term investment. The preliminary estimate for the construction and development cost will be disclosed in the circular which will be despatched to shareholders of the Company within 21 days of publication of this announcement.
GENERAL
The Acquisition contemplated under the Agreement constitute "Discloseable Transactions" for the purposes of Chapter 14 of the Listing Rules. The Acquisition will be funded by internal resources of the Group and bank borrowings in the ratio of 50:50. The bank borrowings will be secured by a legal charge over the Property and a corporate guarantee by the Company. A circular containing information regarding the Acquisition and giving the information, including but not limited to, the valuation report of the Property prepared by an independent valuer will be despatched to shareholders of the Company for information within 21 days of publication of this announcement.
TERMS USED IN THIS ANNOUNCEMENT
| "Acquisition" | the acquisition of the Property |
| "Agreement" | formal agreement for the Acquisition dated 8th May, 2001 |
| "Century Score" | Century Score Limited, a limited company incorporated in Hong Kong and a wholly-owned subsidiary of the Company |
| "Company" | Yau Lee Holdings Limited, a company incorporated in Bermuda with limited liability whose shares are listed on the main board of HKSE |
| "Completion" | completion of the Acquisition |
| "Consideration" | the cash consideration for the Acquisition which is HK$275,000,000 |
| "Directors" | the directors of the Company, including independent non-executive directors of the Company |
| "Group" | the Company and its subsidiaries |
| "HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
| "HKSE" | The Stock Exchange of Hong Kong Limited |
| "Listing Rules" | the Rules Governing the Listing of Securities on HKSE |
| "Property" | the Property as defined in the paragraph headed "The Acquisition" in this announcement |
By Order of the Board
Yau Lee Holdings Limited
Chui Man Lung, Everett
Company Secretary
Hong Kong, 9th May, 2001
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