PLAYMATES HOLDINGS LIMITED 
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.
PLAYMATES HOLDINGS LIMITED(Incorporated in Bermuda with limited liability)
(Stock Code: 635)
DISCLOSEABLE TRANSACTION PLAYMATES TOYS LIMITED(Incorporated in Bermuda with limited liability) (Stock Code: 869)
VOLUNTARY ANNOUNCEMENT PLACING OF EXISTING SHARES IN PLAYMATES TOYS LIMITED
The respective boards of PHL and PTL jointly announce that on 23 January 2014 (after trading hours), PHL, the Vendor, an indirect wholly-owned subsidiary of PHL, and the Placing Agent entered into the Placing Agreement pursuant to which the Vendor agreed to sell and the Placing Agent agreed to, on a best efforts basis, procure the Placees to purchase the Placing Shares, representing approximately 6.94% of the issued share capital of PTL, at the Placing Price.
As certain of the relevant percentage ratios (as defined in the Listing Rules) exceed 5% but are less than 25%, the Transaction constitutes a disclosable transaction of PHL and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
PTL is making this voluntary announcement for the purpose of providing information to its shareholders only.
The respective boards of PHL and PTL jointly announce that on 23 January 2014 (after trading hours), PHL, the Vendor, an indirect wholly-owned subsidiary of PHL, and the Placing Agent entered into the Placing Agreement pursuant to which the Vendor agreed to sell and the Placing Agent agreed to, on a best efforts basis, procure the Placees to purchase the Placing Shares, representing approximately 6.94% of the issued share capital of PTL, at the Placing Price.
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THE PLACING AGREEMENT Date 23 January 2014 Parties to the Placing Agreement
(1) PHL;
(2) The Vendor: PIL Toys Limited, an indirect wholly-owned subsidiary of PHL; and
(3) The Placing Agent: CLSA Limited
To the best knowledge, information and belief of the directors of PHL having made all reasonable enquiries, the Placing Agent and the Placees and their ultimate beneficial owners are third parties independent of PHL and its connected persons (as defined under the Listing Rules).
The total net proceeds expected to be received by the Vendor (after deduction of placing commission and all other fees and expenses and on the basis that all the 82,000,000
Placing Shares are placed) is expected to be approximately HK$288 million payable in
cash at Completion.
The Placing Price was determined after arm's length negotiations between the Placing Agent, PHL and the Vendor, and represents (i) a discount of approximately 10% to the closing price of HK$4.00 per Share as quoted on the Stock Exchange on 23 January
2014; and (ii) a discount of approximately 5.16% to the average closing price of HK$3.796 per Share as quoted on the Stock Exchange for the past 5 trading days immediately preceding the date of the Placing Agreement. The directors of PHL consider that the Placing Price is fair and reasonable.
The Vendor and PHL jointly and severally have undertaken to the Placing Agent that (except for the sale of the Placing Shares) for the period commencing from the date of the Placing Agreement and ending upon the expiration of 90 days from the Completion, the Vendor and PHL will not, and the Vendor and PHL shall procure that none of their respective associates (as defined in the Listing Rules) shall, sell, transfer, offer for sale, contract to sell, grant options for the disposal of or otherwise dispose of (including without limitation by the creation of any option, rights, interests, warrant to purchase or otherwise transfer or dispose of, or any encumbrance over), either conditionally or unconditionally, directly or indirectly, any of its or their respective Shares or interests therein (including any interest in a company which, directly or indirectly, holds any such Shares or other securities of PTL) unless with the prior written consent of the Placing Agent.
CompletionCompletion is expected to take place on 28 January 2014.
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INFORMATION OF PLAYMATES TOYS LIMITED
PTL is a company incorporated in Bermuda with limited liability and its Shares are listed on the Main Board of the Stock Exchange. As at the date of the Placing Agreement, PTL has an authorized share capital of HK$30,000,000 of HK$0.01 each, of which
1,181,411,500 Shares have been issued and are fully paid or credited.
PTL is an investment holding company with its principal subsidiaries engaged in the design, development, marketing and distribution of toys and family entertainment activity products.
Prior to the Completion, the Vendor owned 678,000,000 Shares, representing approximately 57.39% of the issued share capital of PTL as at the date of this announcement. After the Completion, the Vendor will own 596,000,000 Shares representing approximately 50.45% of the issued share capital of PTL as at the date of this announcement. PTL will remain a subsidiary of PHL after the Transaction.
The unaudited consolidated net asset value of PTL as at 30 June 2013 as disclosed in the
2013 interim report of PTL was approximately HK$417,893,000.
Set out below are the audited consolidated results of PTL for the two years ended 31
December 2012 and 2011 respectively as extracted from the 2012 annual report of PTL:
2012 | 2011 | |
Profit/(Loss) before income tax | HK$'000 43,881 | HK$'000 (90,308) |
Profit/(Loss) after income tax | 43,395 | (90,521) |
Profit/(Loss) for the year attributable to equity holders of PTL | 43,395 | (90,521) |
As the decrease in the interests of the Vendor in PTL caused by the Transaction will not result in PTL ceasing to be a subsidiary of PHL, the PHL Group will not record gain or loss from the Transaction under Hong Kong Financial Reporting Standards.
It is not expected that the Transaction will have any material impact on the business and operations of PTL and its subsidiaries.
PHL is an investment holding company with its principal subsidiaries principally engaged in property investments, property management business, securities and other investments, and in the design, development, marketing and distribution of toys and family entertainment activity products.
The directors of PHL consider that the Transaction provides an opportunity to partially realize the PHL Group's investment in PTL.
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It is intended that the net proceeds from the Transaction will be used as general working capital of the PHL Group.
In light of the foregoing, the directors of PHL are of the view that the Transaction and the terms and conditions of the Placing Agreement are on normal commercial terms, which are fair and reasonable and are in the interests of PHL and its shareholders as a whole.
As certain of the relevant percentage ratios (as defined in the Listing Rules) exceed 5% but are less than 25%, the Transaction constitutes a disclosable transaction of PHL and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
PTL is making this voluntary announcement for the purpose of providing information to its shareholders only.
In this announcement, unless the context requires otherwise, the following terms shall have the following meanings:
"board" the board of directors;
"connected person" has the meaning ascribed to it under the Listing Rules; "Completion" completion of the Transaction pursuant to the Placing
Agreement;
"Hong Kong" the Hong Kong Special Administrative Region of the
People's Republic of China;
"HK$" Hong Kong dollars, the lawful currency of Hong Kong; "Listing Rules" the Rules Governing the Listing of Securities on the
Stock Exchange;
"PHL" Playmates Holdings Limited, a company incorporated in Bermuda with limited liability whose shares are listed on the Stock Exchange;
"PHL Group" PHL and its subsidiaries (other than PTL and its subsidiaries);
"Placees " investors procured by the Placing Agent to purchase the
Placing Shares;
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"Placing Agent" CLSA Limited, licensed to conduct Type 1 (dealing in securities), Type 4 (advising in securities) and Type 7 (providing automated trading services) regulated activities under the Securities and Futures Ordinance;
"Placing Agreement" the agreement entered into on 23 January 2014 between PHL, the Vendor and the Placing Agent in relation to the Transaction;
"Placing Price" HK$3.6 per Placing Share;
"Placing Shares" up to 82,000,000 ordinary Shares, representing approximately 6.94% of the entire issued share capital of PTL as at the date of this announcement;
"PTL" Playmates Toys Limited, a company incorporated in Bermuda with limited liability whose shares are listed on the Stock Exchange;
"Share(s)" shares of HK$0.01 each in the share capital of PTL; "Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Transaction" the placing of the Placing Shares by the Vendor to the
Placees pursuant to the Placing Agreement;
"Vendor" PIL Toys Limited, a company incorporated in British Virgin Islands with limited liability and is an indirect wholly-owned subsidiary of PHL, and
"%" per cent.
By Order of the Board Playmates Holdings Limited Ng Ka Yan
Company Secretary
By Order of the Board Playmates Toys Limited Ng Ka Yan
Company Secretary
Hong Kong, 23 January 2014
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As at the date hereof, the board of PHL comprises the following directors:
Mr. Chan Chun Hoo, Thomas (Chairman), Mr. Cheng Bing Kin, Alain (Executive Director), Mr. Ip Shu Wing, Charles (Independent Non-executive Director), Mr. Lee Peng Fei, Allen (Independent Non-executive Director), Mr. Lo Kai Yiu, Anthony (Independent Non-executive Director), Mr. To Shu Sing, Sidney (Executive Director), Mr. Tsim Tak Lung (Deputy Chairman and Non-executive Director) and Mr. Yu Hon To, David (Independent Non-executive Director).
As at the date hereof, the board of PTL comprises the following directors:
Mr. Chan Chun Hoo, Thomas (Chairman), Mr. Cheng Bing Kin, Alain (Executive Director), Mr. Chow Yu Chun, Alexander (Independent Non-executive Director), Mr. Lee Ching Kwok, Rin (Independent Non-executive Director), Mr. To Shu Sing, Sidney (Executive Director) and Mr. Yang, Victor (Independent Non-executive Director).
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