Agp21 Mar 2016 13:08
Proposed Disposal of Property
On 25 February 2016, the Company announced that the Vendor (an indirect wholly owned subsidiary of AGP) and AGP entered into the Sale Agreement with the Purchaser and the Purchaser's Guarantor in relation to the conditional Disposal of the Target Group, which owns the property known as Dah Sing Financial Centre held by the AGP Group in Hong Kong, for a gross Consideration (for the Sale Shares) of HK$10,000 million (approximately £926 million) in cash to the Purchaser.
The Target Group to be acquired by the Purchaser comprises SEA (BVI) (an indirect wholly-owned subsidiary of the Company) and Wing Siu (a wholly-owned subsidiary of SEA (BVI)). Wing Siu is the sole registered and beneficial owner of the Property, a 38-storey commercial and office building situated at 108 Gloucester Road, Wanchai, Hong Kong with a gross floor area and total lettable area of approximately 37,214 square metres and 32,606 square metres respectively and 156 car parking spaces.
The Property was valued as at 31 December 2015 at a value of HK$9,500 million (approximately £880 million) by Savills Valuation and Professional Services Limited, an independent property valuer.
In addition to the Consideration for the Sale Shares, the Purchaser will pay the Vendor on Completion: (i) the Capex Amount of HK$80 million (approximately £7.4 million) to compensate the Vendor for capital expenditure on the Property and furniture, fixtures and fittings which is not reflected in the Consideration; and (ii) an amount equivalent to the Owner's Fund outstanding at Completion held by the Target Group's manager/ managing agent for the purpose of managing and maintaining the Property. The balance of the Owner's Fund as at 31 December 2015 amounted to approximately HK$45 million (approximately £4 million).
Completion of the Disposal is subject to various conditions, more particularly set out below. Assuming the Disposal proceeds to Completion, the AGP Group will receive a total gross cash consideration for the Sale Shares, the Capex Amount and the Owner's Fund of approximately HK$10,125 million (approximately £938 million).
After repayment of the Bank Loan with a principal amount of approximately HK$1,981 million (approximately £183 million), the AGP Group will receive a net consideration for the Sale Shares of approximately HK$8,019 million (approximately £743 million) and together with the Capex Amount and the Owner's Fund, a total net consideration of approximately HK$8,144 million (approximately £754 million), before deducting transaction costs and expenses. The capital gain from the Disposal before transaction costs and expenses is expected to be approximately HK$700 million (approximately £65 million).
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