Annual Report 2015
REPORT OF THE DIRECTORS
69
MAJOR ACQUISITION AND DISPOSAL
1. On 15 May 2014, Sino-French Holdings (Hong Kong) Limited (“SFH”, a 50.0% owned joint venture of NWS
Holdings Limited (“NWSH”)) and a third party entered into a conditional share purchase agreement pursuant to
which SFH agreed to sell 90.0% of the issued share capital in Sino-French Energy Development Company Limited
(“SFED”) together with the assignment of the shareholder loans owed by SFED to SFH at an aggregate cash
consideration of US$612.0 million (equivalent to HK$4,755.2 million) (the “Macau Power Disposal”). SFED owns
approximately 42.2% interest in Companhia de Electricidade de Macau – CEM, S.A.. The Macau Power Disposal
was completed on 15 July 2014 and the gain shared by NWSH for the year ended 30 June 2015 amounted to
approximately HK$1.5 billion.
2. On 17 October 2014, Direct Way International Limited, a wholly owned subsidiary of the Company, entered into a
sale and purchase agreement with Springmount Limited (“Springmount”) to purchase (i) the entire issued share
capital of Klampton Limited (“Klampton”); and (ii) shareholder’s loan owing from Klampton to Springmount at a
total cash consideration of approximately HK$1,650.0 million (the “Klampton Acquisition”). As at the date of the
Klampton Acquisition, Klampton was principally engaged in investment holding and through its subsidiary held an
investment property in Hong Kong. The Klampton Acquisition was completed on 10 April 2015 and the investment
in Klampton is accounted for as a subsidiary of the Group.
3. On 27 January 2015, Ballina Enterprises Limited (“Ballina”), a wholly owned subsidiary of the Company,
entered into a conditional sale and purchase agreement with Cheung Hung Development (Holdings) Limited
(“Cheung Hung”), an associate of Chow Tai Fook Enterprises Limited (“CTF”), to purchase (i) 40.0% of the
entire issued share capital of Sunbig Limited (“Sunbig”); and (ii) the entire amount of unsecured and non-interest
bearing shareholder’s loan owing from Sunbig to Cheung Hung at a total cash consideration of approximately
HK$1,779.0 million (the “Sunbig Acquisition”). As at the date of the Sunbig Acquisition, Sunbig was principally
engaged in investment holding and through its subsidiary held certain properties in Hong Kong and was owned
as to 50.0% by Ballina, 40.0% by Cheung Hung and 10.0% by Good Step Profits Limited, which is a substantial
shareholder of certain subsidiaries of the Group. The Sunbig Acquisition was completed on 30 January 2015 and
the investment in Sunbig is accounted for as a subsidiary of the Group.
4. On 30 January 2015, Natal Global Limited, an indirect wholly owned subsidiary of NWSH, entered into a share
purchase agreement to purchase (i) 40.0% of the total issued share capital of Goshawk Aviation Limited
(“Goshawk”); and (ii) certain outstanding loan notes together with accrued and unpaid interest thereon from
Zion Sky Holdings Limited, a wholly owned subsidiary of CTF, at a total cash consideration of approximately
US$222.5 million (equivalent to approximately HK$1,724.4 million) (the “Goshawk Acquisition”). Goshawk
is principally engaged in the investment of commercial aircraft on lease to operating lessees. The Goshawk
Acquisition was completed on 2 February 2015 and the investment in Goshawk is accounted for as an associated
company of the Group.
5. On 29 April 2015, the Company and its subsidiaries, namely Beames Holdings Limited (“Beames”), Park New Astor
Hotel Limited and Great TST Limited, entered into agreements with HIP Company Limited (“HIP”), a wholly owned
subsidiary of the Abu Dhabi Investment Authority, to establish a new joint venture company (the “JVC”) in which
Beames and HIP will each (directly or indirectly) hold 50.0% of the issued share capital and into which the entire
ownership of three hotels, namely, Grand Hyatt Hong Kong, Renaissance Harbour View Hotel, Hong Kong and Hyatt
Regency Hong Kong, Tsim Sha Tsui will be injected with effect from the completion of the agreements (the “Sale
and Transfer”). The total consideration for the Sale and Transfer is HK$18.5 billion (subject to customary closing
adjustments). The Sale and Transfer was completed on 15 June 2015 and resulted in a total gain on disposal,
before taxation and share of non-controlling interests, of approximately HK$15.0 billion, out of which HK$13.7 billion
was recognised as other gains, net and HK$1.3 billion was recognised as gross profit in the consolidated income
statement. The investment in the JVC is accounted for as a joint venture of the Group.
