RCG Holdings Limited Disposal (2255F)
21 Mayo 2013 - 7:00AM
UK Regulatory
TIDMRCG
RNS Number : 2255F
RCG Holdings Limited
21 May 2013
21 May 2013
RCG HOLDINGS LIMITED
("RCG" or the "Company" and together with its subsidiaries, the
"Group")
Disposal
RCG Holdings Limited (AIM: RCG, HKSE: 802), an international
provider of biometric and RFID products and solution services with
a primary focus in the Asia Pacific markets, announces that on 21
May 2013, RCG China Holdings Limited ("RCG China"), an indirect
wholly-owned subsidiary of the Company, entered into a sale and
purchase agreement pursuant to which RCG China agreed to dispose of
its 6% equity interest in Hero View Limited ("Hero View") for an
aggregate consideration of HK$20 million (approximately GBP1.69
million) (the "Disposal").
Hero View is principally engaged in the business of
manufacturing of fructose in the PRC and the Group's 6% equity
interest in Hero View was acquired in June 2011 for a total
consideration of HK$19.2 million. The unaudited net asset value of
Hero View as at 31 December 2012 was approximately HK$168,197,762
and Hero View had sales of approximately HK$224,623,693. The net
profits before and after taxation of Hero View for the year ended
31 December 2012 were approximately HK$37,356,481 and HK$33,329,164
respectively.
The book value of the Group's investment in Hero View in its
group accounts for the year ended 31 December 2012 was HK$19.2
million, resulting in a HK$800,000 (approximately GBP67,597) gain
from the Disposal.
THE AGREEMENT
Date: 21 May 2013
Assets to be disposed of: 6% equity interest in Hero View
Consideration: HK$20,000,000
Completion: The completion of the Disposal takes place on 21 May
2013.
ASSETS TO BE DISPOSED OF
The Purchaser agreed to purchase and the Vendor agreed to sell
the 6% equity interest in Hero View.
CONSIDERATION
The aggregate Consideration received by the Group for the
Disposal is HK$20,000,000, which was arrived at after arm's length
negotiations between the Vendor and the Purchaser.
The Consideration shall be paid by the Purchaser in cash within
one month upon the signing of this Agreement (or such other means
as may be agreed between the parties).
COMPLETION
The completion of the Disposal took place on 21 May 2013.
After completion of the Disposal, Hero View will no longer be
treated as an associate of the Company.
REASONS FOR AND BENEFITS OF THE DISPOSAL
The Directors consider that the Group shall streamline its
business and it is beneficial to the Company to dispose its
interest in Hero View so as to focus its financial resources in
other businesses of the Group. The Disposals have been effected to
generate additional cash to provide the Group with additional
working capital resources. The Directors are of the view that the
terms of the Disposal are fair and reasonable and the Disposal is
in the interests of the Company and its shareholders as a
whole.
USE OF PROCEEDS
The proceeds of the Disposal will be used by the Group for
general working capital purposes.
GENERAL INFORMATION
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".
Hero View is a company incorporated in British Virgin Islands
with limited liabilities. It is principally engaged in the business
of the manufacturing of fructose in PRC.
The Purchaser is an individual and to the best of the directors'
knowledge, information and belief having made all reasonable
enquiry, the Purchaser is a third party independent of the
Group.
LISTING RULES IMPLICATION
As the highest applicable percentage ratios in respect of the
Disposal (which are aggregated pursuant to Rule 14.22 of the Hong
Kong Listing Rules) exceed 5% but are less than 25%, the Disposal
constitutes a disclosable transaction for the Company and
accordingly, is subject to the reporting and announcement
requirements under Chapter 14 of the Hong Kong Listing Rules.
Enquiries:
RCG Holdings Limited Tel: +852 2637 2800
Danny Chew, Acting Chief Executive
Officer
ir@rcg.tv
Smith & Williamson Corporate Finance
Limited
(Nominated adviser and broker)
Dr. Azhic Basirov / David Jones Tel: +44 (0) 20 7131 4000
DEFINITIONS
In this announcement, unless the context otherwise requires, the
following expressions shall have the following meaning:
"Agreement" The sale and purchase agreement dated 21 May 2013
entered into between the Vendor and the Purchaser
in respect of the Disposal;
"AIM" AIM, a market operated by the LSE;
"Board" The board of Directors;
"Company" RCG Holdings Limited, 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 sale of 6% equity interest of Hero View by
the Vendor to the Purchaser pursuant to Sale and
Purchase Agreement;
"Group" The Company and its subsidiaries;
"HK$" Hong Kong dollars;
"Hong Kong The Rules Governing the Listing of Securities on
Listing Rules" The Stock Exchange of Hong Kong Limited;
"Hero View" Hero View Limited, a company incorporated in British
Virgin Islands with limited liabilities;
"Purchaser" The purchaser of the 6% equity interest in Hero
View Limited being Mr. Liu Ling Hao;
"RCG China" RCG China Holdings Limited, a wholly owned subsidiary
of the Company;
"Vendor" RCG China Holdings Limited; and
"%" percent.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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