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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Rcg Holdings | LSE:RCG | London | Ordinary Share | BMG739271085 | ORD SHS HKD0.01 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.625 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMRCG
RNS Number : 2361C
RCG Holdings Limited
13 March 2014
13 March 2014
RCG Holdings Limited
("RCG" or the "Company" and together with its subsidiaries, the "Group")
Acquisition of 74% Equity Interest in Easy Ideas Limited
The Board of the Company is pleased to announce that on 13 March 2014, the Company's wholly owned subsidiary, Bio Tag International Limited ("BTIL") and the Vendor entered into the Agreement, pursuant to which BTIL has conditionally agreed to acquire and the Vendor has conditionally agreed to sell, the Sale Shares, representing 74% of the issued share capital of Easy Ideas Limited for a total Consideration of HK$69,560,000 (approximately GBP5.4 million). Easy Ideas Limited is an investment holding company and the holding company of its wholly owned subsidiary, Techno Vision Limited ("Techno Vision").
Techno Vision is a mobile application developer and web base solutions services provider. It provides online services enabling users to make restaurant reservations and social networking on both iOS and android platforms. In the year ended 30 September 2013, Techno Vision reported turnover of HK$5.05 million and profit before taxation of HK$3.67 million. Net liabilities as at 30 September 2013 were HK$0.67 million.
The Consideration has been arrived at after arm's length negotiations between the Company and the Vendor and was determined with reference to, including but not limited to, a preliminary valuation of Easy Ideas Limited prepared by an independent professional valuer. This preliminary valuation placed a market value of approximately HK$94.7 million (approximately GBP7.3 million) on a 100% equity interest in Easy Ideas Limited as at 7 February 2014.
THE SALE AND PURCHASE AGREEMENT
Date of the Agreement
13 March 2014
Parties
(1) Vendor: Wealthy Zone Limited
(2) Purchaser: Bio Tag International Limited, a wholly-owned sub-subsidiary of the Company and is principally engaged in investment holding.
The Vendor is an investment holding company. To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, as at the date of this announcement, the Vendor and its ultimate beneficial owners are third parties independent of the Company and its connected persons.
Interests acquired - the Sale Shares
The Sale Shares, representing 74% of the issued share capital of the Target. As at the date of this announcement, the Target is wholly-owned by the Vendor. Upon completion, the Target will become an indirect 74% owned subsidiary of the Company, and 26% by Wealthy Zone Limited. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, Wealthy Zone Limited is a third party independent of the Company and its connected persons.
Consideration
Pursuant to the terms of the Agreement, the Consideration payable to the Vendor in the aggregate amount of HK$69,560,000 (approximately GBP5.4 million) will be satisfied by :-
(i) HK$9,560,000 (approximately GBP0.7 million) in form of cash consideration in favour of the Vendor or its designated nominee(s) as refundable deposit upon execution of this Agreement;
(ii) HK$20,000,000 (approximately GBP1.6 million) in form of Promissory Notesin favour of the Vendor or its designated nominee(s) within three months after completion; and
(iii) HK$40,000,000 (approximately GBP3.1 million) in form of Promissory Notes in favour of the Vendor or its designated nominee(s) within six months after the completion.
Completion
Completion shall take place at a place to be agreed by the parties immediately following the date of the satisfaction of the conditions precedent set out in in the Agreement.
Upon completion, the Target will become an indirect 74% owned subsidiary by the Company and 26% by Wealthy Zone Limited.
REASONS FOR ANDBENEFITS OF THE ACQUISITION
The Company is an investment holding company and the Group is principally engaged in developing, sourcing and selling biometric and radio frequency identification (RFID) products and solutions services in the Asia Pacific region. The Group's business is divided generally into four categories; "Trading of Security of Biometrics Products", "Solutions, Projects and Services", "Internet and Mobile Applications & Related Accessories" and "Commodities Trading".
It is the corporate strategy of the Group to strengthen its existing businesses while concurrently identifying and capitalizing new opportunities to achieve financial growth for the Group and to maximize Shareholders' value.
In view of growing internet penetration and the explosion of the smartphone market, the Directors consider that there will be a growing popularity of mobile marketing together with a surge in demand for various mobile applications. Having considered the Target Group specialization in providing advertising solutions and entertainment applications on mobile platforms, the Directors consider the Acquisition an opportunity which has strategic importance for the Group to expand and diversify its business portfolio.
GENERAL INFORMATION
The Group's business is divided generally into four categories; "Trading of Security of Biometrics Products", "Solutions, Projects and Services", "Internet and Mobile Applications & Related Accessories" and "Commodities Trading".
The Target is an investment holding company and its major asset is the investment in its wholly owned subsidiary, namely Techno Vision Limited, which is a mobile application developer and web base solutions services provider. It provides all round online services for enabling users to make restaurant reservations and social networking on both iOS and android platforms.
LISTING RULES IMPLICATION
As the highest applicable percentage ratios in respect of the Acquisition (which are aggregated pursuant to Rule 14.22 of the Hong Kong Listing Rules) exceed 5% but are less than 25%, the Acquisition constitute a discloseable transaction for the Company and accordingly, is subject to the reporting and announcement requirements under Chapter 14 of the Hong Kong Listing Rules.
Note: Sterling equivalent values above are based on an exchange rate of HK$12.95/GBP1.
Enquiries:
RCG Holdings Limited Tel: +852 2637 2800
Wang Zhongling, Chief Executive Officer
ir@rcg.tv
Smith & Williamson Corporate Finance Limited Tel: +44 (0) 20 7131 4000
(Nominated adviser and broker)
Dr. Azhic Basirov / David Jones / Ben Jeynes
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:
"Acquisition" the purchase of 74% equity interest of Easy Ideas Limited by the Purchaser from the Vendor pursuant to Agreement; -------------------- -------------------------------------------------------- "Agreement" the sale and purchase agreement dated 13 March 2014 entered into between the Vendor and the Purchaser in respect of the Acquisition; -------------------- -------------------------------------------------------- "AIM" AIM, a market operated by the London Stock Exchange; -------------------- -------------------------------------------------------- "Board" the board of Directors of the Company; -------------------- -------------------------------------------------------- "Company" RCG Holdings Limited (AIM: RCG, HKSE: 802), a company incorporated in Bermuda with limited liability and the shares of which are listed on The Stock Exchange of Hong Kong Limited and admitted to trading on AIM and are traded on the ISDX Secondary Market; -------------------- -------------------------------------------------------- "Consideration" the consideration payable by the Purchaser to the Vendor for the Acquisition pursuant to the Agreement; -------------------- -------------------------------------------------------- "Director(s)" the director(s) of the Company; -------------------- -------------------------------------------------------- "Group" the Company and its subsidiaries; -------------------- -------------------------------------------------------- "HK$" Hong Kong dollars; -------------------- -------------------------------------------------------- "Hong Kong Listing the Rules Governing the Listing of Securities Rules" on The Stock Exchange of Hong Kong Limited; -------------------- -------------------------------------------------------- "Promissory Notes" promissory notes in total principal amount of HK$60,000,000 to be issued by the Purchaser to the Vendor; -------------------- -------------------------------------------------------- "Purchaser" Bio Tag International Limited, a wholly owned subsidiary of the Company; -------------------- -------------------------------------------------------- "Sale Shares" 37,000 ordinary shares of US$1.00 each in the Target representing 74% of the issued share capital of the Target; -------------------- -------------------------------------------------------- "Target" Easy Ideas Limited, a company incorporated in British Virgin Islands with limited liabilities; -------------------- -------------------------------------------------------- "Target Group" The Target and its subsidiaries -------------------- -------------------------------------------------------- "Vendor" Wealthy Zone Limited, a company incorporated in British Virgin Islands with limited liability; and -------------------- -------------------------------------------------------- "%" per cent. -------------------- --------------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQUOOARSUAOAAR
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