DISCLOSEABLE TRANSACTION. in relation to the acquisition of the entire issued share capital and shareholders loans of HPL-Hines Development Pte Ltd

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1 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. (Stock Code: 983) DISCLOSEABLE TRANSACTION in relation to the acquisition of the entire issued share capital and shareholders loans of HPL-Hines Development Pte Ltd The Board announces that on 16 November 2010, the Purchaser, an indirect wholly-owned subsidiary of the Company, and the Vendors entered into the Agreement pursuant to which the Purchaser agreed to acquire and the Vendors agreed to sell and assign the entire issued share capital of the Target Company and the Shareholders Loans for a consideration of RMB900 million (equivalent to approximately HK$1,050 million) (subject to adjustments which are estimated to be not exceeding RMB93 million (equivalent to approximately HK$109 million)). The Target Company is a joint venture company incorporated by the Vendors for the purposes of real estate investment and development and its principal asset is its % equity interest in the Project Company, a wholly foreign owned enterprise organised under the laws of the PRC. The principal business activity of the Project Company is investment in and development of the Project, a mixed use building comprised the Hotel Space, Apartment Style Office Levels, Office Space and certain car parking spaces. As one or more of the applicable percentage ratios stipulated under Rule of the Listing Rules in respect of the Acquisition exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements. 1

2 The Board announces that on 16 November 2010, the Purchaser and the Vendors entered into the Agreement, pursuant to which the Purchaser agreed to acquire and the Vendors agreed to sell and assign the Sale Shares (representing the entire issued share capital of the Target Company at the date of this announcement) and the Shareholders Loans. THE AGREEMENT Date 16 November 2010 Parties to the Agreement (1) Purchaser: Lead Wealthy, an indirect wholly-owned subsidiary of the Company; and (2) Vendors: HPL and Hines To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, HPL, Hines and their respective ultimate beneficial owners are Independent Third Parties. Assets to be acquired The Vendors shall sell the Sale Shares, representing the entire issued share capital of the Target Company, and assign the Shareholders Loans to the Purchaser. Consideration and terms of payment The Consideration for the Acquisition shall be the Adjusted Purchase Price, which shall be the base price of RMB900 million (equivalent to approximately HK$1,050 million) as adjusted with the Proforma Closing Accounts Adjustment. The Adjusted Purchase Price shall be subject to further adjustment, if any, for any difference between the Proforma Closing Accounts and the Audited Accounts after Closing. Such Post Closing Adjustment shall be determined following the delivery of the Audited Accounts by the Vendors within 45 Business Days after Closing and the adjustment payment, if any, shall be made within seven Business Days thereafter. Based on the information provided by the Vendors, the Proforma Closing Accounts Adjustment and the Post Closing Adjustment are, to the best estimation by the Purchaser, to be in the aggregate amount of not exceeding RMB93 million (equivalent to approximately HK$109 million). 2

3 It is currently contemplated that any adjustment to the Consideration for the Acquisition will not result in a change in the classification of the transaction. However, the Company will comply with the relevant requirements of the Listing Rules if there is an upward change in the classification of the transaction after the Consideration is finalised. The Adjusted Purchase Price shall be settled by the Purchaser as follows: (1) within two Business Days of the date of the Agreement, the Purchaser shall pay the Deposit in cash into the bank accounts of the Vendors; and (2) on the Closing Date, the Purchaser shall deliver cashier s orders or make telegraphic transfer to the Vendors or their designated accounts (as the case may be) for the Adjusted Purchase Price (subject to the deductions of the Deposit and the Deferred Purchase Price). The Deferred Purchase Price shall be (a) evidenced by promissory notes in the form acceptable to the Vendors, being payable on 17 January 2011 and bearing interest at the rate equal to interest earned on the bank accounts holding the cash deposit, and (b) guaranteed by the terms of the Deed of Guarantee and secured, at the Vendors election, by a cash deposit with or irrevocable letter of credit issued by a bank approved by the Vendors. The Consideration has been arrived at after arm s length negotiations between the Purchaser and the Vendors and on normal commercial terms, taking into account the consolidated net asset value of the Target Company and the value of the Property with reference to the prevailing real estate market conditions in the PRC. The Company intends to finance the Acquisition by its internal resources and the banking facilities available to the Group. Guarantees In consideration of the Vendors agreeing to enter into the Agreement, the Company has agreed, on Closing, to enter into: (1) the Deed of Guarantee in favour of the Vendors, pursuant to which the Company shall unconditionally and irrevocably guarantee the payment obligations of the Purchaser under the Agreement in respect of the Deferred Purchase Price; and (2) a letter agreement with HREH, being the ultimate controlling shareholder of Hines, pursuant to which the Company shall, conditional upon and subsequent to the Closing, assume HREH s obligations under the Project Company JV Contract. Pursuant to the Project Company JV Contract, the Target Company and HREH agree to jointly and severally guarantee the Target Company s responsibilities and the Target Company s other shareholders responsibilities 3

4 under the Project Company JV Contract. HREH further undertakes to ensure that the management team responsible for the development and construction of the Project shall be a team with global expertise and experience so as to ensure the smooth implementation and operation of the construction of the Project. Conditions Precedent The obligation of the Vendors to sell and assign and the Purchaser to acquire the Sale Shares and the Shareholders Loans shall be conditional upon the Vendors satisfying certain conditions (the Conditions Precedent ) on or before the Final Closing Date, in particular: (1) production of the relevant approvals and consents required to give effect to the Agreement; (2) production of all material receipts and invoices relating to certain construction works agreements entered into by the Project Company as set out in the Agreement; and (3) production of written confirmation that certain agreements specified in the Agreement have either been terminated or not been entered into by the Project Company at all, and all sums due pursuant to such agreements, if any, have been settled in full. If any of the Conditions Precedent is not satisfied by the Final Closing Date and has not been waived in writing by the Purchaser, the Agreement shall be automatically terminated on the Long Stop Date without any liability on the part of the Vendors or Purchaser as a result of the purchase and sale contemplated in the Agreement not being consummated. Information on the Target Company The Target Company is formed under the laws of Singapore as a joint venture company held as to 85% by HPL and 15% by Hines and its principal asset is its % equity interest in the Project Company, a wholly foreign owned enterprise organised under the laws of the PRC. The remaining equity interest in the Project Company is held by an Independent Third Party. The principal business activity of the Project Company is investment in and development of the Project, a mixed use building comprised the Hotel Space, Apartment Style Office Levels, Office Space and certain car parking spaces. The Office Space, being the remaining portion of the Project which is not included within the description of the Property, shall be disposed of by the Project Company on or before the Closing. The duration of the land use rights granted to the Project Company is 50 years commencing from February

5 For the financial year ended 31 December 2008, the audited net losses before and after taxation and extraordinary items of the Target Company were approximately SGD71,609 and SGD71,118, respectively (equivalent to approximately HK$0.4 million and HK$0.4 million, respectively). For the financial year ended 31 December 2009, the audited net profit before and after taxation and extraordinary items of the Target Company were both approximately SGD1,321,080 (equivalent to approximately HK$8 million). There is no profit or loss arising from the business operations of the Project Company since its incorporation. At 31 August 2010, the unaudited consolidated net asset value of the Target Group was approximately RMB115 million (equivalent to approximately HK$134 million). Closing Closing shall take place on the Final Closing Date. After Closing, the Purchaser will hold the entire issued share capital of the Target Company, which will become an indirect wholly-owned subsidiary of the Company. Accordingly, the earnings, assets and liabilities of the Target Group will be consolidated with the financial statements of the Group. REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENT The Group, through its property arm, focuses primarily on investing in medium to large property projects in first and second tier cities in the PRC. The Project is located at the central business district of Shanghai. Leveraging the Group s extensive experience in the PRC property market and strong capabilities of its project management team, the Company considers that the Acquisition represents an opportunity to further strengthen the portfolio of the Group s property projects. The Directors consider that the Agreement is on normal commercial terms and the terms of the Acquisition are fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATION As one or more of the applicable percentage ratios stipulated under Rule of the Listing Rules in respect of the Acquisition exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. 5

6 GENERAL INFORMATION The Group is principally engaged in property development, asset management, cement production and construction in Hong Kong and the PRC. As far as the Company is aware after making reasonable enquiries, HPL is principally engaged in hospitality, real estate development and investment holding; and Hines is principally engaged in real estate development and investment holding. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: Acquisition Adjusted Purchase Price the proposed acquisition by the Purchaser of the Sale Shares and the Shareholders Loans pursuant to the Agreement the purchase price payable by the Purchaser on the Closing Date Agreement the sale and purchase agreement entered into on 16 November 2010 between the Vendors and the Purchaser in relation to the Acquisition Apartment Style Office Levels levels 38 to 49, inclusive, of the Project which are apartment style offices of approximately 22,071 sq.m. of actual saleable GFA (which consists of apartment style offices floors and an allocation of plant and equipment space and ground floor lobby space) Audited Accounts the audited management accounts of the Target Company and/or the Project Company, as applicable, for the period up to the Closing Date and to be given to the Purchaser within 45 Business Days after Closing for the purpose of determining the Post Closing Adjustment to be made to the Adjusted Purchase Price in accordance with the Agreement Board the board of Directors for the time being of the Company 6

7 Business Day(s) Closing Closing Accounts Adjustment Closing Date Company Consideration Deed of Guarantee a day, excluding Saturdays, Sundays and the applicable public holidays: (a) on which commercial banks in the PRC, Hong Kong, New York City and Singapore are open for business (in the case of any payment to be made in USD under the Agreement); (b) on which commercial banks in Singapore are open for business (in the case of any payment to be made in SGD under the Agreement); and (c) on which commercial banks in the PRC, Hong Kong, Singapore and in the country where the parties have their registered office are open for business (in any other case) the consummation of the sale and purchase of the Sale Shares in accordance with the Agreement any adjustment to be made to account for any difference between the Proforma Closing Accounts and the Audited Accounts as of Closing Date in accordance with the Agreement the date of actual completion of the matters as set out in the Agreement Shui On Construction and Materials Limited, a company incorporated in Bermuda and whose shares are listed on the main board of the Stock Exchange (stock code: 983) the actual consideration payable by the Purchaser to the Vendors for the Acquisition the deed of guarantee to be entered into between the Company (as guarantor) and the Vendors (as beneficiaries) on or before Closing in favour of the Vendors, pursuant to which the Company shall unconditionally and irrevocably guarantee payment obligations of the Purchaser for the sum of Deferred Purchase Price and all reasonable costs and expenses (including, but not limited to, court costs and reasonable attorneys fees) properly incurred by any of the Vendors to collect or enforce performance of the obligation of the Company or in enforcing the terms of such deed of guarantee 7

8 Deferred Purchase Price Deposit Directors Final Closing Date GFA Group Hines HK$ Hong Kong Hotel Space a portion of the Adjusted Purchase Price equal to RMB300 million (equivalent to approximately HK$350 million), which is to be evidenced and paid as provided in the Agreement a deposit in the aggregate sum of RMB240 million (equivalent to approximately HK$280 million) converted from RMB into SGD or USD (as may be notified by the Vendors) payable by the Purchaser to the Vendors as part of the payment of the Consideration for the Acquisition directors of the Company 1 December 2010 or such other date as the parties may agree gross floor area the Company and its subsidiaries Hines 21st Century Partners LLC, a limited liability company formed under the laws of the State of Delaware in the United States of America, holding 15% of the total issued shares in the Target Company at the date of this announcement Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC levels 26 through 35, inclusive, and 37 of the Project which have been authorised for use as a hotel of approximately 29,289 sq.m. of GFA comprising guestroom floors, together with the below street level back of house space, plant and equipment space and portions of public areas located on levels BM1, BM2, 1 and 2 HPL HPL Properties (North Asia) Pte Ltd, a company incorporated under the laws of Singapore, holding 85% of the total issued shares in the Target Company at the date of this announcement, and is a wholly-owned subsidiary of Hotel Properties Limited, the shares of which are listed on the Singapore Exchange Securities Trading Limited 8

9 HREH Hines Real Estate Holdings Limited Partnership, a Texas limited partnership, and a party to the Project Company JV Contract, and the ultimate controlling shareholder of Hines Independent Third Party(ies) Lead Wealthy or Purchaser Listing Rules third party(ies) independent of the Company and connected persons (as defined under the Listing Rules) of the Company Lead Wealthy Investments Limited, a company incorporated in Hong Kong and an indirect wholly-owned subsidiary of the Company the Rules Governing the Listing of Securities on the Stock Exchange Long Stop Date 15 December 2010 Office Space Post Closing Adjustment PRC Proforma Closing Accounts the remaining portion of the Project which is not included within the description of the Property to be acquired pursuant to the Agreement, with saleable GFA of approximately 41,278 sq.m. any further adjustment (which shall include, without limitation, any Closing Accounts Adjustment) to the Adjusted Purchase Price the People s Republic of China (excluding, for the purpose of this announcement, Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan) the projected unaudited management accounts (i.e. balance sheet and profit and loss statement) of the Target Company and the Project Company (based on the Vendors best estimates), as the case may be, for the period commencing on the day after the month end of the latest available management accounts and ending on the scheduled Closing Date and to be given to the Purchaser five Business Days prior to Closing Date for the purpose of calculating the Adjusted Purchase Price 9

10 Proforma Closing Accounts Adjustment the adjustments to be made to the base price of RMB900 million (equivalent to approximately HK$1,050 million) on the Closing, by adding and deducting the value of assets and liabilities as adjusted in accordance with the terms of the Agreement and derived from the Proforma Closing Accounts up to the Closing Date Project a substantially completed construction development known as 21st Century Tower located at 210 Century Boulevard, Pudong District, Shanghai, the PRC with a total area of approximately 92,638 sq.m. Project Company Project Company JV Contract Property RMB Sale Shares SGD (Shanghai 21st Century Real Estate Co. Ltd), a wholly foreign owned enterprise organised under the laws of the PRC a joint venture contract entered into between an Independent Third Party, the Target Company, the Project Company, a controlling shareholder of the Independent Third Party and HREH on 19 December 2005 in relation to the joint operation of the Project Company, as supplemented by a supplemental agreement to joint venture contract entered into between the same parties on 23 April 2007 the Hotel Space, the Apartment Style Office Levels and certain car parking spaces as described in the Agreement Renminbi, the lawful currency of the PRC the 19,000,100 ordinary shares in the Target Company representing the total issued capital of the Target Company on Closing, consisting of 16,150,085 ordinary shares held by HPL and the 2,850,015 ordinary shares held by Hines Singapore dollars, the lawful currency of Singapore Shareholders Loans the loans of USD44,775,224 (equivalent to approximately HK$349 million) and SGD1,499,900 (equivalent to approximately HK$9 million) extended by the Vendors as shareholders loans to the Target Company Stock Exchange The Stock Exchange of Hong Kong Limited 10

11 sq.m. Target Company square meters HPL-Hines Development Pte Ltd, a company limited by shares and incorporated under the laws of Singapore, holding a % equity interest in the Project Company at the date of this announcement Target Group collectively, the Target Company and the Project Company USD Vendors United States dollars, the lawful currency of United States of America collectively HPL and Hines % percentage The figures in RMB are converted into HK$ at the rate of RMB1:HK$ throughout this announcement for indicative purpose only. The figures in SGD are converted into HK$ at the rate of SGD1:HK$5.989 throughout this announcement for indicative purpose only. The figures in USD are converted into HK$ at the rate of USD1:HK$7.8 throughout this announcement for indicative purpose only. By Order of the Board Shui On Construction and Materials Limited Lo Hong Sui, Vincent Chairman Hong Kong, 16 November 2010 At the date of this announcement, the executive Directors are Mr. Lo Hong Sui, Vincent, Mr. Choi Yuk Keung, Lawrence, Mr. Wong Yuet Leung, Frankie, Mr. Wong Kun To, Philip, Mr. Wong Fook Lam, Raymond; and the independent non-executive Directors are Mr. Gerrit Jan de Nys, Ms. Li Hoi Lun, Helen, Mr. David Gordon Eldon, Mr. Chan Kay Cheung and Mr. Tsang Kwok Tai, Moses. This announcement is available for viewing on the Stock Exchange s website at and on the Company s website at * For identification purpose only 11

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