AMCO United : Announcements and Notices - Discloseable Transaction: Acquisition of 40% of Issued Share Capital of the Target

E160130107Ann.indd

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(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

DISCLOSEABLE TRANSACTION: ACQUISITION OF 40% OF ISSUED SHARE CAPITAL OF THE TARGET

THE SP AGREEMENT

The Board wishes to announce that after trading hours on 15 January 2016, the Purchaser, a wholly-owned subsidiary of the Company, and the Vendor entered into the SP Agreement, pursuant to which the Purchaser has conditionally agreed to acquire, and the Vendor has conditionally agreed to sell, the Sale Shares, representing 40% of the issued share capital of the Target at Completion at an aggregate cash consideration of HK$50 million. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of the Vendor and its ultimate beneficial owners is an Independent Third Party.

* For identification purposes only

The Target is principally engaged in investment holding. As at the date of this announcement, the Target holds 100% of the issued share capital of the Target Subsidiary, a company incorporated in Hong Kong with limited liability and is principally engaged in property investment and investment holding. Prior to the signing of the SP Agreement, the Target Subsidiary has contracted to acquire the Properties (being Offices A-H, J-N & P on 21/F. (Whole Floor), "No. 3 On Kwan Street", Sha Tin, New Territories, Hong Kong). Completion of the Acquisition is conditional upon, among other conditions, the completion of the acquisition of the Properties by the Target Subsidiary.

Upon Completion, the principal assets of the Target Group will be the Properties and a cash balance of not less than HK$5 million.

Immediately after Completion, the Purchaser will hold 40% of the issued share capital of the Target and each member of the Target Group will become an associate of the Company.

IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratios in respect of the Acquisition are more than 5% but all applicable percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under the Listing Rules and is subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

The Board wishes to announce that after trading hours on 15 January 2016, the Purchaser and the Vendor entered into the SP Agreement in respect of the Acquisition.

The principal terms of the SP Agreement are set out below:

THE SP AGREEMENT

Date

15 January 2016

Parties

Vendor: Rosy Lane Investments Limited, a company incorporated in the British Virgin Islands with limited liability and is wholly-owned by Hong Kong Education (Int'l) Investments Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1082)

Purchaser: Praiseful Moment Limited（順年有限公司）, a wholly-owned subsidiary of the Company

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, (i) the principal activity of the Vendor is investment holding; and (ii) each of the Vendor and its ultimate beneficial owners is an Independent Third Party.

Assets to be acquired

The Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to acquire, the Sale Shares, representing 40% of the issued share capital of the Target at Completion.

Consideration

The Consideration for the Sale Shares payable by the Purchaser to the Vendor is HK$50 million and shall be payable by the Purchaser to the Vendor in the following manner:

1. as to HK$5 million ("Deposit") within seven calendar days from the date of signing of the SP Agreement as refundable deposit and part payment of the Consideration; and

   
   

2. as to the remaining balance of HK$45 million upon Completion.

The Consideration shall be settled by the Purchaser in cash. The Deposit and the remaining balance of the Consideration was and will be funded by the net proceeds from the Placing allocated for acquisition of properties.

The Consideration was arrived at after arm's length negotiations between the Vendor and the Purchaser on normal commercial terms principally with reference to the valuation of the Properties (on a completed basis) as at 12 January 2016 of HK$120 million conducted by an independent professional valuer and the cash position of not less than HK$5 million of the Target Group as at Completion. The cash position of the Target Group is one of the warranties by the Vendor contained in the SP Agreement.

Conditions precedent

Completion shall be conditional upon the following conditions precedent:

1. settling of the entire amount of the Shareholder's Loan by the Target to the Vendor by way of issuing and allotment of an additional 10 shares of the Target to the Vendor as fully paid-up shares of the Target and such additional shares of the Target shall rank pari passu with the existing issued shares of the Target ("Capitalisation Arrangement");

   
   

2. the Target Group having completed the acquisition of the Properties (including but not limited to the Target Group having paid the remaining balance of the consideration of the Properties and the Properties being assigned to the Target Subsidiary free from all encumbrances);

   
   

3. the Vendor having delivered to the Purchaser a title report in respect of the Target Subsidiary's good and marketable title to the Properties free from encumbrances to the satisfaction of the Purchaser;

   
   

4. the Purchaser being reasonably satisfied with the results of the due diligence exercise (whether on legal, accounting, financial, operational, properties or other aspects that the Purchaser may consider necessary) on the Target and its assets, properties, liabilities, activities, operations, prospects and other status which the Purchaser, its agents or professional advisers think reasonably necessary and appropriate to conduct;

   
   

5. each of the Vendor and the Purchaser having complied with the requirements under the Listing Rules in respect of the transactions contemplated under the SP Agreement;