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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 : 8855E
RCG Holdings Limited
15 April 2014
15 April 2014
RCG Holdings Limited
("RCG" or the "Company" and together with its subsidiaries, the "Group")
Proposed Disposal of Property
The Board of the Company is pleased to announce that, the Vendor, an indirect wholly-owned subsidiary of the Company, entered into the Agreement with the Purchaser, an Independent Third Party on 15 April 2014 after trading hours, pursuant to which, the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Property at a total Consideration of RM59.80 million (approximately HK$142.72 million and approximately GBP11.03 million) subject, inter alia, to the approval of shareholders of both the Company and the Purchaser.
As certain applicable percentage ratios (as defined in the Hong Kong Listing Rules) for the Disposal exceeds 25% but is less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Hong Kong Listing Rules and is subject to the reporting, announcement and Shareholders' approval requirements under the Hong Kong Listing Rules.
A circular containing, further details of the Disposal and a notice convening a special general meeting of the Company for the purpose of seeking Shareholders' approval of the Disposal, is expected to be dispatched to the Shareholders on or before 12 May 2014.
THE SALE AND PURCHASE AGREEMENT
Date of the Agreement
15 April 2014
Parties
(1) Vendor: RCG Land Sdn. Bhd. (2) Purchaser: Pertubuhan Peladang Kebangsaan (National Farmers Organisation)
The Property
Type : An industrial premises comprising a three storey detached factory building with an annexed three storey office building and a guard house Land size : 1.3581 hectares (13,581 square meters); equivalent to 3.350 acres (146,185 square feet ("sq. ft.")) Built-up : Three Storey Detached Factory 59,470 sq. ft. area Annexed Three Storey Office Building 144,450 sq. ft. Guardhouse 147 sq. ft. Total Built-up Area 204,067 sq. ft. Location : Lot 1, Jalan Teknologi 3/5, Taman Sains Selangor / Address 1, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia
Consideration
The Consideration for the Disposal in the total amount of RM59.80million (approximately HK$142.72 million and approximately GBP11.03 million) shall be paid by the Purchaser in the following manner:-
(a) a sum of RM5.98 million (approximately HK$14.27 million and approximately GBP1.10 million) shall be paid upon execution of the Agreement.
(b) the balance sum of RM53.82 million (approximately HK$128.45 million and approximately GBP9.93 million) being the balance of the total Consideration shall be paid within three months from the completion of the Disposal.
The Consideration has been arrived at after arm's length negotiations between the Vendor and the Purchaser and was determined with reference to the market price of other similar lands and premises in the vicinity of the Property. Based on the valuation report dated 10 March 2014 (for accounting reference purpose) prepared by JS Valuers Property Consultants Sdn. Bhd., the market value of the Property as at 31 December 2013 was RM59.80million (approximately HK$142.72 million and approximately GBP11.03 million).
Completion
Completion of the Disposal is subject to:-
(i) the written consent of the state authority for the transfer of all the Vendor's rights and entitlements to the Purchaser;
(ii) obtaining the approval for the Disposal from the Shareholders in general meeting; and
(iii) obtaining the approval for the acquisition from the shareholders of the Purchaser in general meeting.
INFORMATION ON THE COMPANY AND THE GROUP
The Company is an investment holding company and the Group is principally engaged in the 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".
INFORMATION ON THE PURCHASER
Pertubuhan Peladang Kebangsaan (National Farmers Organisation) is a body corporate incorporated in Malaysia under the Farmer's Organisation Act, 1973 (ACT 109), been involved in various business activities and investment, particularly in agriculture.
To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Purchaser is an Independent Third Party.
REASONS FOR AND BENEFITS OF THE DISPOSAL
Premised on the revitalizing property market condition in the region in particular Malaysia, the Board considers that the Disposal is a good avenue for the Company to unlock the value in the Property. The proceeds from the Disposal will enable the Company to repay its mortgages and to be used by the Group for general working capital or considerations for investment opportunities.
The Board (including independent non-executive Directors) considers that the Agreement was entered into after arm's length negotiation between the Company and the Purchaser and the terms therein are in accordance with the normal practice in the property market and the Disposal is fair and reasonable and in the interest of the Company and the Shareholders as a whole.
POSSIBLE FINANCIAL EFFECT ON THE DISPOSAL
Considering the carrying amount of approximately RM51.70million (approximately HK$123.39 million and approximately GBP9.54 million) as at 31 December 2013 of the Property, upon completion of the Disposal, would result in a loss in approximately RM3.79 million (approximately HK$9.04 million and approximately GBP0.70 million) after tax and expenses is expected to accrue to the Group. This is inclusive of various direct costs attributable to the Disposal in particular, the reinstatement and repair works, facilitator fees and property agent fees.
The finance costs are expected to reduce by approximately RM6.00million (approximately HK$14.32 million and approximately GBP1.11 million) per annum after repayment of the bank borrowing attributable to the Property.
USE OF PROCEEDS
The proceeds from the Disposal will enable the Company to repay mortgages outstanding in respect of the Property totaling approximately RM15.36 million (approximately HK$36.66 million and approximately GBP2.83 million). The balance of the proceeds from the Disposal will be used for the Group's general working capital purposes and as consideration for any investment opportunities.
HONG KONG LISTING RULES IMPLICATION
As certain applicable percentage ratios (as defined in the Hong Kong Listing Rules) for the Disposal exceeds 25% but is less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Hong Kong Listing Rules and is subject to the reporting, announcement and Shareholders' approval requirements under the Hong Kong Listing Rules.
A circular containing, among other information, further details of the Disposal is expected to be dispatched to the Shareholders on or before 12 May 2014.
Enquiries:
RCG Holdings Limited Tel: +852 2637 2800
Wang Zhongling, Chief Executive Officer
ir@rcg.tv
Smith & Williamson Corporate Finance Limited Tel: +44 (0) 20 7131 4000
(Nominated adviser and broker)
Dr. Azhic Basirov / David Jones / Ben Jeynes
Notes:
(i) HK$ equivalent values above are based on an exchange rate of RM0.419/HK$1. (ii) Sterling equivalent values above are based on an exchange rate of RM5.420/GBP1.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:
"Agreement" the sale and purchase agreement dated 15 April 2014 entered into between the Vendor and the Purchaser in respect of the Disposal; "AIM" a stock market operated by the LSE; "Board" the board of Directors; "Company" RCG Holdings Limited (AIM: RCG, HKSE: 802), a company incorporated in Bermuda with limited liability and the shares of which are listed on The Stock Exchange of Hong Kong Limited and admitted to trading on AIM and are traded on the ISDX secondary market; "Consideration" the consideration payable by the Purchaser to the Vendor for the Disposal pursuant to the Agreement; "Director(s)" the director(s) of the Company; "Disposal" the disposal of the Property by the Vendor to the Purchaser pursuant to the Agreement; "Group" the Company and its subsidiaries; "HKSE" The Stock Exchange of Hong Kong Limited; "HK$" Hong Kong dollars, the lawful currency of Hong Kong; "Hong Kong Listing the Rules Governing the Listing of Securities Rules" on The Stock Exchange of Hong Kong Limited; "Independent person or company and their respective ultimate Third Party" beneficial owner which, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, are third parties independent of and not connected with the Company and its connected persons; "ISDX" ICAP Securities & Derivatives Exchange Limited, a recognized Investment Exchange under the Financial Services and Markets Act 2000 (formerly PLUS Stock Exchange/PLUS-SX); "LSE" The London Stock Exchange plc; "Pounds" or "GBP" Pounds sterling, the lawful currency of the UK; "Property" an industrial premises comprising a three storey detached factory building with an annexed three storey office building and a guard house with total build-up area of 204,067 square feet erected on that piece of land having an area of 1.3581 hectares; "Purchaser" Pertubuhan Peladang Kebangsaan (National Farmers Organisation), a body corporate incorporated in Malaysia under the Farmer's Organisation Act, 1973 (ACT 109); "RM" Ringgit Malaysia, the lawful currency in Malaysia; "Shareholders" the shareholder(s) of the Company; "Vendor" RCG Land Sdn. Bhd., a private company incorporated in Malaysia, is an indirect wholly-owned subsidiary of the Company; and "%" per cent.
This information is provided by RNS
The company news service from the London Stock Exchange
END
DISEAALSFDELEFF
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