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.
I.T LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 999)
ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES
This announcement is made pursuant to Rule 13.18 of the Listing Rules.
On 31 January 2018, I.T Finance Limited, an indirectly wholly-owned subsidiary of the Company, as the borrower has entered into the Facility Agreement. The Company shall apply all amounts borrowed under the Facility towards refinancing the Notes and other financial indebtedness of the Group and financing the general working capital requirement of the Group.
Pursuant to the Facility Agreement, it is (among other matters) an event of default if (i) Mr. Sham Kar Wai and Mr. Sham Kin Wai, Executive Directors of the Company, and the Sham's Family Trust collectively do not or cease to maintain management control over the management and business of the Group; or (ii) the Sham's Family and the Sham's Family Trust collectively do not or cease to own, directly or indirectly, at least 40% of the beneficial shareholding, carrying at least 40% of the voting rights in the Company, free from any Security. Upon occurrence of an event of default, (i) commitments of the banks or any part thereof under the Facility Agreement shall immediately be cancelled; and/or (ii) the whole or any part of the Loans, together with accrued interest, and all other amounts accrued or outstanding shall become immediately due and payable; and/or (iii) the whole or any part of the Loans shall immediately become payable on demand.
As at the date of this announcement, the Sham's Family and the Sham's Family Trust collectively own, directly or indirectly 59.56% of the total issued share capital of the Company.
The Company will make continuing disclosure in its subsequent interim and annual reports for so long as such obligation continues to exist pursuant to Rule 13.21 of the Listing Rules.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following expressions have the following meanings:-
"Board" | the board of directors of the Company; |
"Company" | I.T Limited, an exempted company incorporated in Bermuda with |
limited liability, the shares of which are listed on the main board of | |
the Stock Exchange; | |
"Facility" | a term loan facility in an aggregate commitment of HK$800,000,000 |
repayable by six half-yearly instalments; the repayment date of the | |
first instalment shall be the date falling 18 months after the date of | |
the Facility Agreement and the last instalment shall be the date | |
falling 48 months after the date of the Facility Agreement; | |
"Facility | the facility agreement entered into between I.T Finance Limited, the |
Agreement" | guarantors (being the Company and three indirectly wholly-owned |
subsidiaries of the Company) and a syndicate of banks on 31 January | |
2018; | |
"Group" | the Company and its subsidiaries from time to time; |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong; |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange; | |
"Loans" | the loans made or to be made under the Facility or the principal |
amount outstanding at any time of those loans; | |
"RMB" | Renminbi, the lawful currency of the People's Republic of China; |
"Security" | a mortgage, charge, pledge, lien or other security interest securing |
any obligation of any person or any other agreement or arrangement | |
having a similar effect; | |
"Notes" | the 6.25 per cent. senior notes due on 15 May 2018 issued by the |
Company in 2013 with principal amount outstanding of | |
RMB894,000,000 as at the date of this announcement; | |
"Sham's | Mr. Sham Kar Wai and his wife, Ms. Yau Shuk Ching; and Mr. Sham |
Family" | Kin Wai and his wife, Ms. Wong Choi Shan; |
2 |
"Sham's Family | The ABS 2000 Trust, of which HSBC International Trustee Limited |
Trust" | is the trustee and Mr. Sham Kar Wai and Mr. Sham Kin Wai and |
certain of their respective family members are discretionary | |
beneficiaries; and | |
"Stock | The Stock Exchange of Hong Kong Limited. |
Exchange" |
By Order of the Board
Sham Kar Wai
Chairman
Hong Kong, 31 January 2018
As at the date of this announcement, the Board comprises Mr. SHAM Kar Wai, Mr. SHAM Kin Wai and Mr. CHAN Wai Kwan as Executive Directors and Mr. Francis GOUTENMACHER, Dr. WONG Tin Yau, Kelvin, JP and Mr. MAK Wing Sum, Alvin as Independent Non-executive Directors.
I.T Limited published this content on 31 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 31 January 2018 09:19:01 UTC.
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