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The principal activity of the Company is engaged in investing in operations which receive the profit streams from the entertainment related business and the trading of timber logs and provision of services. In the prior years, the Group was also principally involved in the provision and installation of fire-rated timber door sets and the provision of interior decoration and renovation services. These activities were minimal in the current year.
On 30 March 2006, the Group entered into a conditional sale and purchase agreement (¡§Target Acquisition Agreement¡¨) to acquire from Rich Game Capital Inc. (¡§Rich Game¡¨), a wholly-owned subsidiary of Sat Ieng Sociedade Unipessoal Limitada (¡§Sat Ieng¡¨), the entire issued share capital of the Youngrich Limited ("Youngrich") for a total consideration of HK$539 million (the ¡§Acquisition¡¨). Youngrich owns 49% of the equity interest in Worth Perfect International Limited (¡§Worth Perfect¡¨), a company which receives 0.4% of the rolling turnover generated by Sat Ieng at Sands Macao's Paiza Club gaming rooms. For details of the acquisition, please refer to the announcement of the Company dated 6 April 2006 in the ¡§Investor Relations ¡V Announcement & Circular¡¨ of the website.
On 28 August 2006 (before the completion of the above Acquisition), the Group cancelled the Target Acquisition Agreement and entered into a new conditional sale and purchase agreement (¡§New Target Acquisition Agreement¡¨) as Mr. Phua Wei Seng (¡§Mr. Phua¡¨), the sole shareholder of Sat Ieng, had entered into a conditional agreement for the sale and purchase of the entire issued share capital of Sat Ieng to Mr. Tang Chien Chang (¡§Mr. Tang¡¨). Due to the procurement of Mr. Tang, on 28 August 2006, Worth Perfect has entered into an agreement with Mr. Jean, Christophe Scolari (¡§Mr. Scolari¡¨) for which Mr. Scolari has agreed to sell and/or to assign the right to receive 0.4% of the rolling turnover generated by Dore Entretenimento Sociedade Unipessoal Limitade at Wynn Macau VIP gaming rooms. For details of the acquisition, please refer to the announcement of the Company dated 18 September 2006 and a circular of the Company dated 11 December 2006 in the ¡§Investor Relations ¡V Announcement & Circular¡¨ of the website.
On 29 December 2006, a special general meeting was convened to consider and approve the above acquisitions. On 4 January 2007, the board announced that all the conditions under the New Target Acquisition Agreement have been fulfilled and the transaction was completed on 4 January 2007.
On 22 March 2007, the Group has entered into another sale and purchase agreement to acquire from Rich Game the entire issued share capital of Richsense for a total consideration of HK$765 million. Richsense owns 51% of the equity interest in Worth Perfect (the remaining 49% is held by Youngrich). For details of the acquisition, please refer to the announcement of the Company dated 22 March 2007 in the ¡§Investor Relations ¡V Announcement & Circular¡¨ of the website.
On 12 June 2007, the Group has completed the acquisition of further 51% interest in Worth Perfect International Limited (¡§Worth Perfect¡¨). As such, out of the six months in review, the Group has two and one third of the month, 49% contribution from Worth Perfect and the three and two third of the months having 100% contribution from Worth Perfect.
On 24 August 2007, the Group has entered into a major acquisition (the ¡§Acquisition¡¨) in acquiring 60% interest in Triple Gain Group Limited (¡§Triple Gain¡¨) which in turn receives the profit stream under the Nove Profit Agreement. Nove Sociedade Unipessoal Limitada (¡§Nove¡¨) is one of the junkets at Venetian Macau, S.A.. Details of the terms are:
The consideration for the Acquisition shall be satisfied by the Group:
| (1) |
paying a refundable deposit in a sum of HK$460 million to Power Rush Holdings Limited (¡§Power Rush¡¨), the holding company of Triple Gain in the following manners:
(a) HK$200 million be paid within 3 days from the date of the acquisition agreement;
(b) HK$200 million be paid upon commencement of the gaming promotion operation of Nove; and
(c) HK$60 million be paid upon passing at the special general meeting the Acquisition; |
| (2) |
paying HK$64.85 million in cash upon completion of the Acquisition; |
| (3) |
procuring the Company to issue the relevant convertible bonds in a principal amount of HK$270 million to Power Rush; and |
| (4) |
procuring the Company to allot and issue the consideration shares, credited as fully paid for the rest of the consideration. |
Pursuant to the acquisition agreement, Power Rush has granted a call option to the Group, pursuant to which the Group has the right to require Power Rush to sell the remaining 40% interest in Triple Gain to the Group, which has effect on and from completion of the Acquisition and shall be exercisable by the Group at any time within twelve months from the date of completion of the Acquisition. The total consideration for option shares payable by the Group would be HK$806.4 million, out of which
| (i) |
HK$448.4 million will be payable by the Group in cash; |
| (ii) |
HK$252 million will be payable by the Group procuring the Company to issue convertible bond in a principal amount of HK$252 million to Power Rush; and |
| (iii) |
HK$106 million will be payable by the Group procuring the Company to allot and issue consideration shares, credited as fully paid. |
For details of the acquisition, please refer to the announcement of the Company dated 11 September 2007 and a circular of the Company dated 14 November 2007 in the ¡§Investor Relations ¡V Announcement & Circular¡¨ of the website.
On 3 December 2007, a special general meeting was convened to consider and approve the above acquisitions. On 10 December 2007, the board announced that all the conditions under the Acquisition have been fulfilled and the transaction was completed on 10 December 2007.
On 10 December 2007, the Group has decided to exercise its option to acquire further 40% interest in Triple Gain (the ¡§Further Acquisition¡¨) in order to capture the profit/cash flow contribution from the balance 40% of the Nove Profit Stream.
Completion of the Further Acquisition had taken place on 18 December 2007.
On 20 May 2008, the Group acquired the entire issued share capital of Leading Century from Multi Fit Investments Limited (¡§Multi Fit¡¨). The major asset of Leading Century is the ¡§Joli Profit Agreement 1¡¨ which shares 0.04% of the rolling turnover generated by Joli Entretenimento Sociedade Unipessoal Limitada (¡§Joli¡¨). The consideration for the acquisition was approximately HK$222,366,000 which represented the cash paid, the fair value of promissory note and consideration shares as at the date of acquisition. The amount of goodwill arising as a result of the acquisition was approximately HK$54,135,000.
On 6 November 2008, the Group acquired the entire issued share capital of East & West as to 70% from Multi Fit and as to 30% from Pacific Rainbow Holdings Limited (¡§Pacific Rainbow¡¨). The major asset of East & West is the ¡§Joli Profit Agreement 2¡¨ which shares 0.32% of the rolling turnover generated by Joli. The consideration for the acquisition was approximately HK$1,279,707,000 which represented the cash paid and the fair value of convertible bonds as at the date of acquisition. The amount of goodwill arising as a result of the acquisition was approximately HK$377,323,000.
On 6 November 2008, the Group acquired the entire issued share capital of Pacific Force from Pacific Rainbow. The major asset of Pacific Force is the ¡§Joli Profit Agreement 3¡¨ which shares 0.04% of the rolling turnover generated by Joli. The consideration for the acquisition was approximately HK$118,085,000 which represented the fair value of consideration shares and convertible bonds as at the date of acquisition. The amount of goodwill arising as a result of the acquisition was approximately HK$5,291,000.
On 10 March 2009, the Group entered into sale and purchases agreement to dispose of its 100% equity interest in Triple Triumphe (International) Co., Ltd. (¡§Triple Triumphe¡¨) and Peppy Score Group Limited (¡§Peppy Score¡¨) to an independent third party for cash consideration of HK$10,000,000. Both Triple Triumphe and Peppy Score are investment holding company. Triumph Bright International Limited (¡§Triumph Bright¡¨) is owned as to 50% and 50% by Triple Triumphe and Peppy Score respectively. The main asset of Triumph Bright is a piece of leasehold land in Hong Kong.
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