By 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.
ALLIED GROUP LIMITED ( )(Incorporated in Hong Kong with limited liability)
(Stock Code: 373) Discloseable Transaction ANNOUNCEMENT LOAN TRANSACTION
Reference is made to the Company's joint announcement with APL dated 20th November, 2012 in relation to the loan transaction between the Lender, an indirect wholly-owned subsidiary of APL, and the Borrower.
As advised and confirmed by APL, on 20th November, 2012, the Lender entered into the Loan Agreement with the Borrower, pursuant to which, among other things, the Lender has made available to the Borrower the Initial Facility for the purpose of funding the Borrower's acceleration of exploration expenditure at existing operations and projects of the Borrower or for the Borrower's general corporate purposes.
As advised and confirmed by APL, on 23rd January, 2013, the Lender entered into the New Loan Agreement with the Borrower, pursuant to which, among other things, the Lender has made available to the Borrower the Loan Facility for the same purposes as the Initial Facility.
As the Lender is an indirect wholly-owned subsidiary of APL, which in turn is a non wholly-owned subsidiary of the Company, the Transaction entered into by the Lender shall also be deemed a transaction of the Company under the Listing Rules as the definition of "listed issuer" under the Listing Rules shall include the listed issuer's subsidiaries.
The Transaction, on a stand alone basis, does not constitute a discloseable transaction for the Company on the basis that none of the Percentage Ratio(s) exceeds 5%. The Transaction, when aggregated with the Prior Transaction in accordance with the Listing Rules, constitutes a discloseable transaction for the Company on the basis that the relevant Percentage Ratio(s) exceeds
5% but is below 25%. As advised and confirmed by APL, the Transaction, on a stand alone basis or when aggregated with the Prior Transaction, does not constitute a notifiable transaction for APL on the basis that none of the Percentage Ratio(s) exceeds 5%.
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Reference is made to the Company's joint announcement with APL dated 20th November, 2012 in relation to the loan transaction between the Lender, an indirect wholly-owned subsidiary of APL, and the Borrower.
As advised and confirmed by APL, on 20th November, 2012, the Lender entered into the Loan Agreement with the Borrower, pursuant to which, among other things, the Lender has made available to the Borrower the Initial Facility for the purpose of funding the Borrower's acceleration of exploration expenditure at existing operations and projects of the Borrower or for the Borrower's general corporate purposes.
As advised and confirmed by APL, on 23rd January, 2013, the Lender entered into the New Loan Agreement with the Borrower, pursuant to which, among other things, the Lender has made available to the Borrower the Loan Facility for the same purposes as the Initial Facility.
Date: 23rd January, 2013
Parties: (1) the Lender; and
(2) the Borrower
As at the date of this announcement, as advised and confirmed by APL and to the best of its knowledge and belief, which has made all reasonable enquiries and relied on confirmation from the Borrower, and so far as the Directors are aware, there exists only the following relationships (the "Disclosed Relationships") between (i) the Borrower and its ultimate beneficial owner(s); and (ii) the Company, APL and their ultimate beneficial owner(s), namely that:
1. Mr. Lee Seng Hui, chief executive and executive director of both the Company and APL, and Ms. Lee Su Hwei, non-executive director of the Company, are two of the trustees of Lee and Lee Trust;
2. Lee and Lee Trust, together with Mr. Lee Seng Hui's personal interest, is beneficially interested in approximately 65.01% of the total issued share capital of the Company;
3. The Company is beneficially interested in approximately 74.97% of the total issued share capital of APL;
4. APL is beneficially interested in approximately 23.50% of the total issued share capital of the
Borrower;
5. Mr. Lee Seng Hui is a non-executive director of the Borrower, who was appointed by the board of directors of the Borrower; and
6. Mr. Arthur George Dew, chairman and non-executive director of both the Company and APL, is also a director and non-executive chairman of the Borrower, who was appointed by the board of directors of the Borrower. Mr. Mark Wong Tai Chun, executive director of APL and director of Lender, is also an alternate director of the Borrower to Mr. Arthur George Dew.
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Based on the information and confirmation provided by APL, and to the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, other than the Disclosed Relationships, the Borrower and their ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.
Having considered the Disclosed Relationships, the Directors are of the opinion that:
1. the grant of the Loan Facility pursuant to the New Loan Agreement is not a connected transaction of the Company pursuant to Chapter 14A of the Listing Rules; and
2. the independence of the Borrower in entering into the New Loan Agreement is not impeded by the Disclosed Relationships as (i) Mr. Lee Seng Hui had abstained from voting on the board resolutions of the Borrower with respect to the New Loan Agreement; (ii) Mr. Lee Seng Hui and Mr. Arthur George Dew were appointed by the board of directors of the Borrower as directors of the Borrower; and (iii) Lee and Lee Trust, the Company and APL cannot control the composition of all or the majority of the board of directors of the Borrower.
In view of the Disclosed Relationships, Mr. Lee Seng Hui, Mr. Arthur George Dew and Ms. Lee Su Hwei have also abstained from voting on the board resolutions of the Company in respect of this announcement.
As advised and confirmed by APL and pursuant to the New Loan Agreement, the principal terms of the New Loan Agreement are as follows:
Facility: A revolving cash advance facility in the amount of HK$50,000,000. Purpose: Accelerating exploration expenditure at the existing operations and
projects of the Borrower or for the Borrower's general corporate
purposes.
Interest: At the rate of 6% per annum. Facility fee: 1. Facility fee
If the Borrower makes a drawdown of the Loan Facility, the
Borrower must pay to the Lender:
(a) a non-refundable facility fee for each month applicable to each Advance at the rate of 9% per annum of that Advance;
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(b) a pro-rated facility fee for each month applicable to each Advance at the rate of 6% per annum of that Advance, which facility fee shall be refundable in accordance with item 3 below; and
(c) any outstanding facility fees that are due and payable by the Borrower to the Lender as at the Funding Date applicable to each Advance.
2. Payment of facility fees
The facility fees referred to in item 1 shall be paid on the first day of each month in advance and, for the initial month of a new Advance, by deducting those fees from that Advance on its Funding Date but the fees deducted shall be deemed to be part of that Advance drawn by the Borrower.
3. Refund of pro-rated facility fees
If the Borrower repays or prepays any part of the Loan Facility drawn prior to the repayment date, the Lender must immediately refund to the Borrower in cash by an amount equal to 6% per annum of the amount repaid or prepaid calculated daily for the number of days from and including the date of repayment or prepayment to the last day of the month in which the repayment or prepayment was made.
Repayment date: 30th June, 2014
As advised and confirmed by APL, the interest rate and the facility fee charged by the Lender on the Loan Facility, have been arrived at after arm's length negotiations between the Lender and the Borrower having regard to the cost of providing the Loan Facility to the Borrower and the terms of the New Loan Agreement.
As advised and confirmed by APL, on 20th November, 2012, the Lender, an indirect wholly-owned subsidiary of APL, entered into the Loan Agreement with the Borrower, pursuant to which, among other things, the Lender has made available to the Borrower the Initial Facility for the purpose of funding the Borrower's acceleration of exploration expenditure at existing operations and projects of the Borrower or for the Borrower's general corporate purposes.
As advised and confirmed by APL, the Transaction and the Prior Transaction were entered into between the same parties. The Directors consider that the Transaction and the Prior Transaction should be aggregated for the purpose of Chapter 14 of the Listing Rules pursuant to 14.22 of the Listing Rules.
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As advised and confirmed by APL, the terms of the New Loan Agreement were arrived at after arm's length negotiations between the Lender and the Borrower. The Lender is a licensed money lender and is principally engaged in the business of money lending services. The total income generated from the grant of the Loan Facility, in the form of facility fees and interest, is at an aggregate rate of 21% per annum on the amount of the total Advance under the Loan Facility (assuming that the Borrower does not make early repayment), which is fair and reasonable in light of the current market norms in relation to similar transactions and the costs incurred in providing the Loan Facility to the Borrower. In view of the fact that the New Loan Agreement was entered into as part of the ordinary and usual course of business activities of the Lender and will generate reasonable income to the Lender, the executive committee of APL considers that the grant of the Loan Facility and the terms of the New Loan Agreement are fair and reasonable and on normal commercial terms and the Transaction is in the interests of APL and its shareholders taken as a whole, and have confirmed the same to the Company.
Based on the information and the confirmation provided by APL and to the best knowledge, information and belief of the Directors, the Directors consider that the grant of the Loan Facility and the terms of the New Loan Agreement are fair and reasonable and the Transaction is in the interests of the Company and its shareholders taken as a whole.
The Company is a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange.
The principal business activity of the Company is investment holding. The principal business activities of its major subsidiaries are property investment and development, hospitality related activities, the provision of financial services, the provision of elderly care services, medical and aesthetic equipment distribution and investments in listed and unlisted securities.
APL is a company incorporated in Hong Kong with limited liability, the securities of which are listed on the main board of the Stock Exchange.
The principal business activity of APL is investment holding. The principal business activities of its major subsidiaries are property investment and development, hospitality related activities, the provision of financial services, the provision of elderly care services and medical and aesthetic equipment distribution.
As at the date of this announcement, the Company is beneficially interested in approximately 74.97%
of the total issued share capital of APL.
The Lender is a company incorporated in Hong Kong with limited liability and is an indirect wholly-owned subsidiary of APL.
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The Lender is a registered money lender holding a money lenders' licence under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) and is principally engaged in the business of money lending services.
As advised and confirmed by APL, which has made all reasonable enquiries and relied on the confirmation of the Borrower, the Borrower is a company domiciled in Australia, the securities of which are listed on the Australian Securities Exchange. The principal business activities of the Borrower are gold mining operations and mineral exploration.
LISTING RULES IMPLICATIONS
As the Lender is an indirect wholly-owned subsidiary of APL, which in turn is a non wholly-owned subsidiary of the Company, the Transaction entered into by the Lender shall also be deemed a transaction of the Company under the Listing Rules as the definition of "listed issuer" under the Listing Rules shall include the listed issuer's subsidiaries.
The Transaction, on a stand alone basis, does not constitute a discloseable transaction for the Company on the basis that none of the Percentage Ratio(s) exceeds 5%. The Transaction, when aggregated with the Prior Transaction in accordance with the Listing Rules, constitutes a discloseable transaction for the Company on the basis that the relevant Percentage Ratio(s) exceeds 5% but is below 25%. As advised and confirmed by APL, the Transaction, on a stand alone basis or when aggregated with the Prior Transaction, does not constitute a notifiable transaction for APL on the basis that none of the Percentage Ratio(s) exceeds 5%.
In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:
"Advance" the principal amount of the Loan Facility to be made available by the Lender to the Borrower under each drawing pursuant to the terms and conditions of the New Loan Agreement;
"APL" Allied Properties (H.K.) Limited, a company incorporated in Hong Kong with limited liability, the securities of which are listed on the main board of the Stock Exchange (Stock Code: 56 and Warrant Code: 1183) and a non wholly-owned subsidiary of the Company;
"Board" the board of Directors;
"Borrower" the borrower under the Loan Agreement and the New Loan
Agreement;
"Company" Allied Group Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange (Stock Code: 373);
"connected persons" having the meaning ascribed to it under the Listing Rules;
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"Directors" directors of the Company;
"Funding Date" the date on which an Advance is, or is to be, provided to the
Borrower under the New Loan Agreement;
"Hong Kong" Hong Kong Special Administrative Region of the People's Republic of China;
"HK$" Hong Kong dollars, the lawful currency of Hong Kong;
"Initial Facility" HK$360,700,000, of which HK$280,700,000 is revolving facility granted by the Lender to the Borrower pursuant to the terms and conditions of the Loan Agreement;
"Lender" AP Finance Limited, a company incorporated in Hong Kong with limited liability, a licensed money lender under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) and an indirect wholly-owned subsidiary of APL;
"Listing Rules" Rules Governing the Listing of Securities on the Stock Exchange; "Loan Agreement" the loan agreement dated 20th November, 2012 entered into between
the Lender and the Borrower;
"Loan Facility" a revolving cash advance facility in the amount of HK$50,000,000 granted by the Lender to the Borrower pursuant to the terms and conditions of the New Loan Agreement;
"New Loan Agreement" the loan agreement dated 23rd January, 2013 entered into between the Lender and the Borrower;
"Percentage Ratio(s)" percentage ratio(s) as set out in Rule 14.07 of the Listing Rules to be applied for determining the classification of a transaction;
"Prior Transaction" the Loan Agreement being the prior loan transaction between the Lender and the Borrower which is subject to aggregation with the Transaction for determining the Percentage Ratio(s);
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"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Transaction" the transaction contemplated under the New Loan Agreement; and
"%" per cent.
On behalf of the Board Allied Group Limited Edwin Lo King yau
Executive Director
Hong Kong, 23rd January, 2013
As at the date of this announcement, the Board comprises Messrs. Lee Seng Hui (Chief Executive), Edwin Lo King Yau and Mak Pak Hung being the Executive Directors; Mr. Arthur George Dew (Chairman) and Ms. Lee Su Hwei being the Non-Executive Directors; and Messrs. Wong Po Yan, David Craig Bartlett and Alan Stephen Jones being the Independent Non-Executive Directors.
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