Allied Properties H K : Joint Announcement - Discloseable Transaction - Extension of Loan Repayment Date (in PDF)

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ALLIED GROUP LIMITED	ALLIED PROPERTIES (H.K.) LIMITED
（聯合集團有限公司）	（聯合地產（香港）有限公司）
(Incorporated in Hong Kong with limited liability)	(Incorporated in Hong Kong with limited liability)
(Stock Code: 373)	(Stock Code: 56)

(Incorporated in Hong Kong with limited liability)

(Stock Code: 86)

JOINT ANNOUNCEMENT

DISCLOSEABLE TRANSACTION

EXTENSION OF LOAN REPAYMENT DATE

Reference is made to the Previous Announcements in relation to a loan transaction between the Lender (an indirect wholly-owned subsidiary of SHK) as the lender and the Borrower as the borrower and the Previous Transactions.

As advised and confirmed by SHK, on 5 August 2019, the Lender entered into the Supplemental Loan Agreement with the Borrower, pursuant to which the Lender and the Borrower agreed to, among other things, extend the repayment date of the Loan from 28 June 2019 to 26 June 2020 on the terms and subject to the conditions therein. As at the date of the Supplemental Loan Agreement, the loan amount of HK$500,000,000 remained outstanding and due to be repaid by the Borrower to the Lender.

The Previous Transactions

As advised and confirmed by APL, on 27 January 2016, Lender A (an indirect wholly- owned subsidiary of APL) as lender entered into the Previous Loan Agreement with Borrower A (an indirect non-wholly owned subsidiary of the Borrower) as borrower, pursuant to which, Lender A agreed to, among other things, make available to Borrower A a loan of up to HK$150,000,000 on the terms and subject to the conditions therein.

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As advised and confirmed by APL, on 15 July 2016, 20 January 2017, 31 July 2017, 30 October 2017, 24 January 2018, 27 June 2018, 31 July 2018 and 31 August 2018, Lender A as lender entered into the Previous Supplemental Agreements with Borrower A as borrower, pursuant to which Lender A, among other things, accepted Borrower A's requests for extension of the repayment date for the loan under the Previous Loan Agreement up to 28 February 2019 on the terms and subject to the conditions therein. As at 31 August 2018, being the date of the last Previous Supplemental Agreement, the total amount of the loan under the Previous Loan Agreement remained outstanding and due for repayment by Borrower A to Lender A.

As advised and confirmed by APL, on 31 August 2018, Lender A, the New Lender (an indirect wholly-owned subsidiary of APL) and Borrower A entered into the Deed of Assignment, pursuant to which, Lender A as assignor agreed to sell, and the New Lender as assignee agreed to purchase, all of Lender A's right, title and interest under and in respect of the Previous Loan Agreement as supplemented by the Previous Supplemental Agreements upon the terms and subject to the conditions set out therein.

LISTING RULES IMPLICATIONS

As the Lender is an indirect wholly-owned subsidiary of SHK, which is an indirect non- wholly owned subsidiary of APL, which in turn is a non-wholly owned subsidiary of AGL, the Transaction entered into by the Lender shall be a transaction of each of SHK, APL and AGL under the Listing Rules as the definition of "listed issuer" under Chapter 14 of the Listing Rules shall include the listed issuer's subsidiaries.

The Transaction constitutes a discloseable transaction for SHK, as the relevant percentage ratio(s) exceeds 5% but is below 25%.

The Transaction, on a stand-alone basis, does not constitute a notifiable transaction for APL, as none of the percentage ratio(s) exceeds 5%. However, the Transaction, when aggregated with the previous transaction contemplated under the Deed of Assignment in accordance with the Listing Rules, constitutes a discloseable transaction for APL, as the relevant percentage ratio(s) exceeds 5% but is below 25%.

The Transaction, on a stand-alone basis and when aggregated with the previous transaction contemplated under the Deed of Assignment in accordance with the Listing Rules, constitutes a discloseable transaction for AGL, as the relevant percentage ratio(s) exceeds 5% but is below 25%.

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Reference is made to the Previous Announcements in relation to a loan transaction between the Lender (an indirect wholly-owned subsidiary of SHK) as the lender and the Borrower as the borrower and the Previous Transactions.

As advised and confirmed by SHK, on 5 August 2019, the Lender entered into the Supplemental Loan Agreement with the Borrower, pursuant to which the Lender and the Borrower agreed to, among other things, extend the repayment date of the Loan from 28 June 2019 to 26 June 2020 on the terms and subject to the conditions therein. As at the date of the Supplemental Loan Agreement, the loan amount of HK$500,000,000 remained outstanding and due to be repaid by the Borrower to the Lender.

THE SUPPLEMENTAL LOAN AGREEMENT

Date:	5 August 2019
Parties:	(1)	the Lender; and
	(2)	the Borrower.

As advised and confirmed by SHK, which has made all reasonable enquiries, and based on the confirmations of the Borrower and the Securing Party, and to the best knowledge, information and belief of the SHK Directors, APL Directors and AGL Directors, having made all reasonable enquiries, the Borrower and the Securing Party and their respective ultimate beneficial owners are third parties independent of SHK, APL and AGL and their respective connected persons.

THE TERMS OF THE SUPPLEMENTAL LOAN AGREEMENT

As advised and confirmed by SHK, pursuant to the Supplemental Loan Agreement, upon satisfaction of all conditions precedent under the Supplemental Loan Agreement, the Loan Agreement will be amended and supplemented, inter alia, as follows:

Repayment date:	26 June 2020
Interest rate:	(i)	approximately 25.7% per annum for the first month from
		the date of drawdown of the Loan;
	(ii)	13% per annum thereafter until 27 June 2019;
	(iii)	approximately 14.5% per annum for the period between
		28 June 2019 and 27 July 2019; and
	(iv)	14% per annum thereafter.

As advised and confirmed by SHK, save for the amendments in the Supplemental Loan Agreement, the provisions of the Loan Agreement and the rights and obligations thereunder shall remain in full force and effect.

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REASONS FOR AND BENEFITS OF THE TRANSACTION

As advised and confirmed by SHK, the terms of the Supplemental Loan Agreement, including the interest rates applicable, were arrived at after arm's length negotiations between the Lender and the Borrower having taken into account the prevailing market interest rates and practices. Based on the confirmation of SHK, the Supplemental Loan Agreement was entered into by the Lender having regard to (i) the costs of borrowing in providing the Loan to the Borrower; (ii) the interest income to be generated by the Transaction; and (iii) the underlying securities. In addition, as advised and confirmed by SHK, the Transaction is part of the ordinary and usual course of business of the Lender. In view of the above, the SHK Directors are of the view that the terms of the Supplemental Loan Agreement are on normal commercial terms and the Transaction is fair and reasonable, and in the interests of SHK and its shareholders taken as a whole.

Based on the information and the confirmation provided by SHK and to the best knowledge, information and belief of the APL Directors, the APL Directors consider that the Transaction is fair and reasonable and in the interests of APL and its shareholders taken as a whole.

Based on the information and the confirmation provided by SHK and to the best knowledge, information and belief of the AGL Directors, the AGL Directors consider that the Transaction is fair and reasonable and in the interests of AGL and its shareholders taken as a whole.

THE PREVIOUS TRANSACTIONS

As advised and confirmed by APL, on 27 January 2016, Lender A (an indirect wholly-owned subsidiary of APL) as lender entered into the Previous Loan Agreement with Borrower A (an indirect non-wholly owned subsidiary of the Borrower) as borrower, pursuant to which, Lender A agreed to, among other things, make available to Borrower A a loan of up to HK$150,000,000 on the terms and subject to the conditions therein.

As advised and confirmed by APL, on 15 July 2016, 20 January 2017, 31 July 2017, 30 October 2017, 24 January 2018, 27 June 2018, 31 July 2018 and 31 August 2018, Lender A as lender entered into the Previous Supplemental Agreements with Borrower A as borrower, pursuant to which Lender A, among other things, accepted Borrower A's requests for extension of the repayment date for the loan under the Previous Loan Agreement up to 28 February 2019 on the terms and subject to the conditions therein. As at 31 August 2018, being the date of the last Previous Supplemental Agreement, the total amount of the loan under the Previous Loan Agreement remained outstanding and due for repayment by Borrower A to Lender A.

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As advised and confirmed by APL, on 31 August 2018, Lender A, the New Lender (an indirect wholly-owned subsidiary of APL) and Borrower A entered into the Deed of Assignment, pursuant to which, Lender A as assignor agreed to sell, and the New Lender as assignee agreed to purchase, all of Lender A's right, title and interest under and in respect of the Previous Loan Agreement as supplemented by the Previous Supplemental Agreements upon the terms and subject to the conditions set out therein.

INFORMATION ABOUT AGL, APL, SHK, THE LENDER, THE BORROWER AND THE SECURING PARTY

AGL

AGL is a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange.

The principal business activity of AGL is investment holding. The principal business activities of its major subsidiaries are property investment and development, hospitality related activities, elderly care services, the provision of finance and investments in listed and unlisted securities.

APL

APL is a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange.

The principal business activity of APL is investment holding. The principal business activities of its major subsidiaries are property investment and development, hospitality related activities, elderly care services, the provision of finance and investments in listed and unlisted securities.

As at the date of this joint announcement, APL is beneficially owned as to approximately 74.99% by AGL.

SHK

SHK is a company incorporated in Hong Kong with limited liability, the securities of which are listed on the main board of the Stock Exchange.

The principal business activity of SHK is investment holding. The principal business activities of its major subsidiaries are consumer finance, principal investments, mortgage loans and financial services.

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