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.
NIMBLE HOLDINGS COMPANY LIMITED
敏捷控股有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 186)
MAJOR AND CONNECTED TRANSACTION
IN RELATION TO
THE DISPOSAL OF
THE ENTIRE SHARE CAPITAL OF A SUBSIDIARY
THE DISPOSAL
The Board is pleased to announce that on 7 April 2021, among other parties, the Vendor, a wholly-owned subsidiary of the Company, and the Purchaser entered into the Share Purchase Agreement, pursuant to which the Vendor conditionally agreed to sell, and the Purchaser conditionally agreed to purchase, the Sale Share, which represents the entire issued share capital of the Target Company, at the consideration of HK$60,000,000 (subject to adjustment).
IMPLICATIONS UNDER THE LISTING RULES
As one or more of the applicable percentage ratios in respect of the Disposal exceed 25% but all of them are less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules. As such, the Disposal is subject to the reporting, announcement and shareholders' approval requirements under Chapter 14 of the Listing Rules.
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As at the date of this announcement, the Purchaser is wholly owned by Mr. Ho, a director of the Vendor which is in turn a wholly-owned subsidiary of the Company. Therefore, the Purchaser is a connected person of the Company pursuant to Chapter 14A of the Listing Rules by virtue of being an associate of Mr. Ho, a connected person of the Company. Accordingly, the Disposal and the transaction contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. The Disposal is therefore subject to reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
The Independent Board Committee, comprising all independent non-executive Directors, has been established to advise the Independent Shareholders regarding the terms of the Share Purchase Agreement. Gram Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.
EGM
The EGM will be convened for the Independent Shareholders to consider and, if thought fit, approve, among other things, the Share Purchase Agreement and the transactions contemplated thereunder.
Pursuant to Rule 14A.36 of the Listing Rules, any Shareholder with a material interest in the relevant connected transaction must abstain from voting on the relevant resolution at the EGM. As disclosed in the section headed "Information on the Purchaser", Barrican, McVitie and Sino Bright are each an associate of Mr. Ho and a connected person of the Company.
Out of the 1,023,463,423 Shares held by Sino Bright, Sino Bright owns 23,463,423 Shares and is deemed to be interested in 1,000,000,000 Shares pursuant to a legal charge under the Share Mortgage. Under the terms of the Share Mortgage, Wealth Warrior shall have the right to exercise its voting power in respect of the 1,000,000,000 Shares. Sino Bright shall vote in accordance with the written instructions of Wealth Warrior. To the best of the Directors' knowledge, information and belief, Wealth Warrior will provide written instructions to Sino Bright to vote on the resolution regarding the Disposal at the EGM in respect of the 1,000,000,000 Shares. Sino Bright will therefore vote in the EGM under instructions from and on behalf of Wealth Warrior.
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Accordingly, each of Barrican, McVitie and Sino Bright (in respect of 23,463,423 Shares) will be required to abstain from voting on the resolution regarding the Disposal at the EGM.
Save for Barrican, McVitie and Sino Bright, and to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Share Purchase Agreement and the transactions contemplated thereunder and therefore, no other Shareholder is required to abstain from voting at the EGM for the relevant resolution.
DESPATCH OF CIRCULAR
A circular containing, among other things, (i) further information on the Share Purchase Agreement and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee to the Independent Shareholders containing its recommendation in respect of the Share Purchase Agreement and the transactions contemplated thereunder; (iii) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders containing its recommendation in respect of the Share Purchase Agreement and the transactions contemplated thereunder; and (iv) the notice of the EGM, is expected to be despatched to the Shareholders on or before 28 April 2021.
Shareholders and potential investors should note that the Disposal is subject to certain Conditions Precedent and may or may not materialise. There is no assurance that the Disposal will proceed.
Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional adviser(s).
INTRODUCTION
The Board is pleased to announce that on 7 April 2021, among other parties, the Vendor, a wholly-owned subsidiary of the Company, and the Purchaser entered into the Share Purchase Agreement, pursuant to which the Vendor conditionally agreed to sell, and the Purchaser conditionally agreed to purchase, the entire issued share capital of the Target Company, at the consideration of HK$60,000,000 (subject to adjustment).
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THE SHARE PURCHASE AGREEMENT
The principal terms of the Share Purchase Agreement are summarised as follows:
Date
7 April 2021
Parties
- The Vendor
- The Target Company
- The Company
- The Purchaser
Asset to be disposed of
The entire issued share capital in the Target Company.
Consideration and payment terms
The Consideration is HK$60,000,000, which is payable in full and in cash on Completion.
Within one month after Completion, the Target Company shall cause the consolidated net asset value of the Target Group as at Completion to be assessed. Should the amount of consolidated net asset value of the Target Group as at 31 December 2020 be less than the amount of the consolidated net asset value of the Target Group as at Completion, the Consideration shall be increased by such difference in amounts accordingly and the Purchaser shall pay to the Vendor the shortfall within three business days after agreement of the consolidated net asset value of the Target Group as at Completion.
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Conditions Precedent
Completion shall be conditional upon and subject to, amongst others, the following Conditions Precedent:
- all warranties being true, complete and accurate in all respects and not misleading in any respect and each of the Obligors having performed all its obligations under the Share Purchase Agreement to be performed on or before Completion;
- the Purchaser being satisfied with the business, technical, legal, financial, accounting and tax due diligence investigations with respect to the Target Group;
- the Purchaser having obtained all necessary internal approvals in respect of the Disposal; and
- the Company having obtained its Shareholders' approval in the EGM in respect of the Disposal.
The Vendor and the Purchaser shall use their respective reasonable endeavours to ensure that the Conditions Precedents are fulfilled as soon as reasonably practicable.
The Purchaser shall have the right to waive the Conditions Precedent that is required to be fulfilled by the Vendor (other than Condition Precedent (4) above which cannot be waived).
If the Conditions Precedent are not fulfilled or waived on or before the Long Stop Date, the Purchaser may terminate the Share Purchase Agreement and the Share Purchase Agreement shall cease to have any effect.
Completion
Subject to fulfillment (or waiver, as the case may be) of the Conditions Precedent, Completion shall take place within five business days after all the Conditions Precedent have been waived or satisfied (or such other date as the parties may mutually agree in writing).
Other terms
The Company guarantees to the Purchaser the due and punctual performance of the obligations of each of the Obligors, and the Company shall pay to the Purchaser from time to time on demand a sum of money which any of the Obligors is liable to pay to the Purchaser under the Share Purchase Agreement which has not been paid at the time the demand is made.
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BASIS FOR DETERMINING THE CONSIDERATION
The consideration for the Disposal was arrived at after arm's length negotiations between the Vendor and the Purchaser with reference to, amongst other things:
- unaudited consolidated net asset value of the Target Group in the amount of approximately HK$56,600,000 as at 31 December 2020; and
- the valuation of the Target Group, in the amount of approximately HK$54,500,000 as assessed on 31 December 2020 by an independent valuer appointed by the Company.
The Consideration is further subject to adjustment based on the consolidated net asset value of the Target Group as at Completion.
INFORMATION ON THE TARGET GROUP
The Target Company was incorporated in the British Virgin Islands with limited liability on 29 November 1991 established solely for investment holding purposes. As at the date of this announcement, the Target Company is a direct wholly-owned subsidiary of the Vendor.
The Target Group owns three consumer electronic brands, Akai, Sansui and Nakamichi, and is principally engaged in the licensing of brands and trademarks through the licensing of these brands to independent third parties. Further details of the Target Group are set out below:
Equity interest | |||
held by | |||
the Target | Principal activities/ | ||
Name | Place of incorporation | Company | place of operation |
The Target Company | British Virgin Islands | N/A | Investment holding/Hong |
Kong | |||
Innovative Capital Ltd. | British Virgin Islands | 100% | Corporate finance and |
investment holding/Hong | |||
Kong | |||
TWD Industrial Company | British Virgin Islands | 100% | Brands and trademarks |
Limited | holding and licensing/ | ||
Singapore | |||
TWD Industrial Company | Singapore | 100% | Brands and trademarks |
Limited (Singapore Branch) | licensing/Singapore |
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Equity interest | |||
held by | |||
the Target | Principal activities/ | ||
Name | Place of incorporation | Company | place of operation |
Sansui Acoustics Research | British Virgin Islands | 100% | Brands and trademarks |
Corporation | holding and licensing/ | ||
Singapore | |||
Sansui Acoustics Research | Singapore | 100% | Brands and trademarks |
Corporation (Singapore Branch) | licensing/Singapore | ||
Sky Bright Holdings Limited | Hong Kong | 100% | Provision of management |
services/Hong Kong | |||
Capetronic Display Devices | British Virgin Islands | 100% | Investment holding/Hong |
Holdings Limited | Kong | ||
Akai Electric Co., Ltd. | Japan | 86.7% | Investment holding/Japan |
Phenomenon Agents Limited | British Virgin Islands | 86.7% | Brands and trademarks |
holding and licensing/ | |||
Singapore | |||
Phenomenon Agents Limited | Singapore | 86.7% | Brands and trademarks |
(Singapore Branch) | licensing/Singapore | ||
Global Licensing Services Pte | Singapore | 100% | Provision of brand agency |
Limited | services/Singapore | ||
Global Licensing Strategic | Hong Kong | 100% | Dormant |
Services Limited | |||
TWD International Ltd. | British Virgin Islands | 100% | Dormant |
Sansui Electric Co., Ltd. | British Virgin Islands | 100% | Dormant |
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Set out below is certain financial information of the Target Group, as extracted from the unaudited financial statements of the Target Company for the two financial years ended 31 March 2019 and 2020 which were prepared in accordance with the Hong Kong Financial Reporting Standards:
For the year ended 31 March | ||
2020 | 2019 | |
HK$'000 | HK$'000 | |
(unaudited) | (unaudited) | |
Net (loss)/profit before taxation | (33,300) | 3,900 |
Net (loss)/profit after taxation | (37,900) | 17,900 |
Based on the unaudited financial statements of the Target Group as at 31 December 2020 prepared in accordance with the Hong Kong Financial Reporting Standards, the unaudited net asset value of the Target Group as at 31 December 2020 was approximately HK$56,600,000.
FINANCIAL EFFECT OF THE DISPOSAL AND INTENDED USE OF PROCEEDS
After Completion, the Group will cease to own any interest in the Target Group, and each member of the Target Group will cease to be a subsidiary of the Company and the financial results of the Target Group will no longer be consolidated with the Group's results.
It is estimated that the Company will recognize a gain of approximately HK$1,300,000 as a result of the Disposal which is calculated by reference to difference between the Consideration and the unaudited consolidated net asset value of the Target Group as at 31 December 2020, the release of exchange reserve and the costs and expenses incurred by the Group in relation to the Disposal.
Shareholders should note that the above is for illustrative purpose only. The actual gain on the Disposal may be different from the above and will be determined based on the financial position of the Target Group on Completion and the review by the Company's auditors.
The Group intends to apply the net proceeds from the Disposal for the purpose of general working capital of the Group and for future business development.
8
REASONS FOR AND BENEFITS OF THE DISPOSAL
Due to the ongoing COVID-19 pandemic, the Target Group's businesses have been affected adversely, resulting in a drastic decrease in revenue generated during the six-month period ended 30 September 2020 when compared to the corresponding period in 2019.
Further, the Group has established a foothold in the PRC's property development business since November 2019 and intends to intensify efforts to strengthen this business sector by increasing its land bank both in terms of quality and quantity with the aim of developing the PRC's property development as one of its major businesses.
Accordingly, the Board is of the view that the Disposal would enable the Group to reallocate its financial and other resources to the other businesses of the Group, in particular the PRC's property development, which are considered to have higher development potential, in order to generate more return to the Shareholders.
Having considered the above, the Directors (including all of the independent non-executive Directors) consider that, although the Disposal is not in the ordinary and usual course of business of the Group, the Disposal is fair and reasonable, the transactions contemplated thereunder are on normal commercial terms and in the interests of the Company and the Shareholders as a whole. None of the Directors has any material interest in the Disposal, as such no Director would be required to abstain from voting on the Board resolution approving the Disposal.
INFORMATION ON THE GROUP AND THE VENDOR
The Group is principally engaged in the distribution of houseware products and audio products in the USA, holding and licensing of brands and trademarks, trading of household appliances in the PRC, provision of information technology services in the PRC, and property development in the PRC.
The Vendor is a direct wholly-owned subsidiary of the Company incorporated in the British Virgin Islands with limited liability and was established for investment holding purposes.
9
INFORMATION ON THE PURCHASER
The Purchaser is a limited liability company incorporated in the British Virgin Islands and is principally engaged in investment holding.
To the best knowledge, information and belief of the Directors, having made all reasonable enquiry, as at the date of this announcement, the Purchaser is solely owned by Mr. Ho, a director of the Vendor which is a direct wholly-owned subsidiary of the Company. Mr. Ho is one of the beneficiaries of The Ho Family Trust. LEHD Pte. Ltd. is deemed to have interest in 1,428,769,939 Shares (representing 26.01% of the issued share capital of the Company) as the trustee to the discretionary trust which owns the entire issued share capital of The Ho Family Trust. The Ho Family Trust is deemed to be interested in the Shares held by Barrican, McVitie and Sino Bright, which are wholly-owned subsidiaries of The Ho Family Trust and directly hold 335,260,845 Shares, 70,045,671 Shares and 1,023,463,423 Shares respectively (representing 6.10%, 1.28% and 18.63% respectively of the issued share capital of the Company). As such, Barrican, McVitie and Sino Bright are each an associate of Mr. Ho and a connected person of the Company.
IMPLICATIONS UNDER THE LISTING RULES
As one or more of the applicable percentage ratios in respect of the Disposal exceed 25% but all of them are less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules. As such, the Disposal is subject to the reporting, announcement, and shareholders' approval requirements under Chapter 14 of the Listing Rules.
As at the date of this announcement, the Purchaser is wholly owned by Mr. Ho, a director of the Vendor which is in turn a wholly-owned subsidiary of the Company. Therefore, the Purchaser is a connected person of the Company pursuant to Chapter 14A of the Listing Rules by virtue of being an associate of Mr. Ho, a connected person of the Company. Accordingly, the Disposal and the transaction contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Listing Rules. The Disposal is therefore subject to reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.
10
The Independent Board Committee, comprising all independent non-executive Directors, has been established to advise the Independent Shareholders regarding the terms of the Share Purchase Agreement. Gram Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.
EGM
The EGM will be convened for the Independent Shareholders to consider and, if thought fit, to approve, among other things, the Share Purchase Agreement and the transactions contemplated thereunder.
Pursuant to Rule 14A.36 of the Listing Rules, any Shareholder with a material interest in the relevant connected transaction must abstain from voting on the relevant resolution at the EGM. As disclosed in the section headed "Information on the Purchaser" above, Barrican, McVitie and Sino Bright are each an associate of Mr. Ho and a connected person of the Company.
Out of the 1,023,463,423 Shares held by Sino Bright, Sino Bright owns 23,463,423 Shares and is deemed to be interested 1,000,000,000 Shares pursuant to a legal charge under the Share Mortgage. Under the terms of the Share Mortgage, Wealth Warrior shall have the right to exercise its voting power in respect of the 1,000,000,000 Shares. Sino Bright shall vote in accordance with the written instructions of Wealth Warrior. To the best of the Directors' knowledge, information and belief, Wealth Warrior will provide written instructions to Sino Bright to vote on the resolution regarding the Disposal at the EGM in respect of the 1,000,000,000 Shares. Sino Bright will therefore vote in the EGM under instructions from and on behalf of Wealth Warrior.
Accordingly, each of Barrican, McVitie and Sino Bright (in respect of 23,463,423 Shares) will be required to abstain from voting on the resolution regarding the Disposal at the EGM.
Save for Barrican, McVitie and Sino Bright, and to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no other Shareholder has a material interest in the Share Purchase Agreement and the transactions contemplated thereunder and therefore, no other Shareholder is required to abstain from voting at the EGM for the relevant resolution.
11
DESPATCH OF CIRCULAR
A circular containing, among other things, (i) further information on the Share Purchase Agreement and the transactions contemplated thereunder; (ii) a letter from the Independent Board Committee to the Independent Shareholders containing its recommendation in respect of the Share Purchase Agreement and the transactions contemplated thereunder; (iii) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders containing its recommendation in respect of the Share Purchase Agreement and the transactions contemplated thereunder; and (iv) the notice of the EGM, is expected to be despatched to the Shareholders on or before 28 April 2021.
Shareholders and potential investors should note that the Disposal is subject to certain Conditions Precedent and may or may not materialise. There is no assurance that the Disposal will proceed.
Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional adviser(s).
DEFINITIONS
In this announcement, the following terms have the meanings set out below, unless the context requires otherwise:
"associate"
"Board"
"Barrican"
has the meaning as ascribed to this term under the Listing Rules
the Board of Directors
Barrican Investments Corporation, a company incorporated under the laws of the British Virgin Islands with limited liability and a Shareholder
"Company" | Nimble Holdings Company Limited, a company incorporated |
in the Cayman Islands and continued in Bermuda with | |
limited liability whose Shares are listed and traded on the | |
Main Board of the Stock Exchange (Stock Code: 186) |
12
"Completion"
"Conditions Precedent"
"connected person(s)"
"Consideration"
"Director(s)" "Disposal"
"EGM"
"Group" "HK$" "Hong Kong"
"Independent Board Committee"
completion of the Disposal
the conditions precedent to Completion under the Share Purchase Agreement
has the meaning as ascribed to this term under the Listing Rules
the consideration for the Disposal payable by the Purchaser to the Vendor under the Share Purchase Agreement, being HK$60,000,000 (subject to adjustment as referred to in the paragraph headed "Consideration and payment terms" in this announcement)
the director(s) of the Company
the disposal of the entire issued share capital of the Target Company by the Vendor to the Purchase pursuant to the Share Purchase Agreement
the extraordinary general meeting of the Company to be convened to approve, among other things, the Share Purchase Agreement and the transactions contemplated thereunder
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the PRC
the independent committee of the Board comprising all the independent non-executive Directors established to advise the Independent Shareholders in respect of the Share Purchase Agreement and the transactions contemplated thereunder
13
"Independent Financial | Gram Capital Limited, a licensed corporation to carry |
Advisor" | out Type 6 (advising on corporate finance) regulated |
activity under the Securities and Futures Ordinance, being | |
the independent financial adviser appointed to advise | |
the Independent Board Committee and the Independent | |
Shareholders in respect of the Share Purchase Agreement | |
and the transactions contemplated thereunder |
"Independent Shareholders"
"Listing Rules"
"Long Stop Date"
"McVitie"
"Mr. Ho"
"Obligors"
"percentage ratio(s)"
"PRC"
"Purchaser"
Shareholders other than Barrican, McVitie and Sino Bright (in respect of 23,463,423 Shares) and its respective associates
the Rules Governing the Listing of Securities on the Stock Exchange
30 June 2021 or a later date as agreed between the Vendor and the Purchaser
McVitie Capital Limited, a company incorporated under the laws of the British Virgin Islands with limited liability and a Shareholder
Mr. Ho Wing On, Christopher, being the sole director of the Vendor and the sole beneficial owner of the Purchaser
the Vendor and the Target Company
has the meaning as ascribed to this term under the Listing Rules
the People's Republic of China, which for the purpose of this announcement excludes Hong Kong and the Macau Special Administrative Region of the PRC and Taiwan
Sino Capital Resources Limited, a company incorporated under the laws of the British Virgin Islands with limited liability
14
"RMB"
"Sale Share"
"Share Purchase
Agreement"
"Share(s)"
"Share Mortgage"
"Shareholder(s)" "Sino Bright"
"Stock Exchange" "Target Company"
"Target Group"
Renminbi, the lawful currency of the PRC
one (1) ordinary share of US$1.00 each in the capital of the Target Company, representing 100% of the issued share capital of the Target Company owned by the Vendor as at the Latest Practicable Date
the sale and purchase agreement dated 7 April 2021 entered into between the Vendor, the Target Company, the Company and the Purchaser
ordinary share(s) of HK$0.01 in the share capital of the Company
a share mortgage dated 26 September 2017 in favour of Sino Bright (as mortgagee) granted by Wealth Warrior (as mortgagor) as security for deferred consideration under the sale and purchase agreement dated 22 September 2017 between Sino Bright (as vendor) and Wealth Warrior (as purchaser)
holder of the Shares
Sino Bright Enterprises Co. Ltd., a company incorporated under the laws of the British Virgin Islands with limited liability and a Shareholder
The Stock Exchange of Hong Kong Limited
Unijoy Limited, a company incorporated under the laws of the British Virgin Islands with limited liability and a wholly- owned subsidiary of the Company as at the date of this announcement
the Target Company and its subsidiaries
15
"The Ho Family Trust"
"USA"
"US$"
"Vendor"
"Wealth Warrior"
"%"
Hong Kong, 7 April 2021
The Ho Family Trust Limited, a company incorporated under the laws of the British Virgin Islands with limited liability
the United States of America
United States dollars, the lawful currency of the USA
Grande N.A.K.S. Ltd., a company incorporated under the laws of the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company
Wealth Warrior Global Limited, a company incorporated under the laws of the British Virgin Islands with limited liability and a Shareholder
per cent.
By Order of the Board
Nimble Holdings Company Limited
Tan Bingzhao
Chairman
As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Tan Bingzhao and Mr. Deng Xiangping; and three independent non-executive Directors, namely, Dr. Lin Jinying, Dr. Lu Zhenghua and Dr. Ye Hengqing.
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The Grande Holdings Limited published this content on 07 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 April 2021 14:55:04 UTC.