CCT Fortis Holdings Limited (SEHK:138) entered into a sale and purchase agreement to acquire Next Capital Investments Limited and Capital Top Industrial Limited from Mak Shiu Tong, Clement for approximately HKD 280 million in debt and cash on January 27, 2016. The consideration for the purchase will be HKD 250.2 million which will be satisfied by by issue of the convertible bonds, credited as fully paid upon issue. The total shareholder’s loans will be assigned to CCT Fortis Holdings or its designated nominee(s) at its book value, on a dollar-to-dollar basis at completion. The consideration of the purchase and assignment of the total shareholder’s loans will be approximately HKD 25.66 million which will be satisfied by CCT Fortis Holdings in cash at completion. Upon Completion, Next Capital Investments Limited and Capital Top Industrial Limited will become wholly-owned subsidiaries of CCT Fortis Holdings. In the year ending December 31, 2015, the combined consolidated revenue of Next Capital Investments Limited and Capital Top Industrial Limited is HKD 0.20 million and consolidated net loss before and after taxation is HKD 2.94 million. The transaction is conditional upon the warranties given by Mak Shiu Tong, Clement and CCT Fortis Holdings under the agreement remaining true and accurate, the approval by the Independent Shareholders of CCT Fortis Holdings, the Listing Committee granting or agreeing to grant (subject to allotment) listing of and permission to deal in all the conversion shares and all necessary consents from third parties including governmental or official authorities. An Independent Board Committee consisting of Tam King Ching, Kenny, Chow Siu Ngor and Chen Li, who are independent non-executive directors of CCT Fortis Holdings Limited has been formed. In the event that any of the conditions shall not have been fulfilled or waived on or before April 30, 2016 or such later date the agreement shall cease to be of any effect save in respect of claims arising out of any antecedent breach of the agreement. The Board of Directors of CCT Fortis Holdings recommend the Independent Shareholders to vote in favor of the transaction. CCT Fortis Holdings will hold shareholders meeting on March 29, 2016. Gram Capital Limited acted as financial adviser to the Independent Board Committee. As on March 29, 2016, the shareholders have approved the merger. CCT Fortis Holdings Limited (SEHK:138) cancelled the acquisition of Next Capital Investments Limited and Capital Top Industrial Limited on January 27, 2017.