NewWorld Development Company Limited
REPORT OF THE DIRECTORS
80
CONNECTED TRANSACTIONS
(continued)
(11) On 30 January 2015, a share purchase agreement (the “Share Purchase Agreement”) was entered into between
Natal Global Limited (“Natal Global”, an indirect wholly owned subsidiary of NWS Holdings Limited), Zion Sky
Holdings Limited (“Zion Sky”), Investec Bank plc. (“Investec”) and Goshawk Aviation Limited (“Goshawk”, a
company which is engaged in commercial aircraft leasing) and pursuant to which, Natal Global agreed to purchase (i)
144,810,506 preference shares of Goshawk held by Zion Sky, representing 40.0% of the total issued share capital
of Goshawk; and (ii) the loan notes in the outstanding principal amount of approximately US$60.9 million (equivalent
to approximately HK$473.2 million), representing approximately 18.7% of the estimated total outstanding notes as
at the date of completion of the Share Purchase Agreement issued by GAL Dutch Finance B.V. under the senior
notes deed dated 12 May 2014 and entered into between GAL Dutch Finance B.V. as issuer and, among others,
Zion Sky and Investec as noteholders from Zion Sky at a total cash consideration of approximately US$222.5 million
(equivalent to approximately HK$1,728.8 million). The total consideration was paid by Natal Global on 2 February
2015, the date of completion of the Share Purchase Agreement, and thereafter, Natal Global owned 40.0% equity
interest in Goshawk.
As at the date of signing of the Share Purchase Agreement, Zion Sky was wholly owned by CTF which is a
substantial shareholder of the Company, Zion Sky is therefore a connected person of the Company and the
acquisition contemplated under the Share Purchase Agreement constitutes a connected transaction for the
Company under the Listing Rules.
(12) On 3 July 2015, New World Development (China) Limited (the “Vendor”, a wholly owned subsidiary of NWCL)
entered into a sale and purchase agreement (the “NWHM Agreement”) with CTF pursuant to which the Vendor
conditionally agreed to sell and CTF conditionally agreed to acquire the entire issued share capital of, and the
outstanding shareholder’s loans owing to the Vendor from, New World Hotel Management (BVI) Limited (“NWHM”),
for a cash consideration of HK$1,963.0 million. NWHM is the holding company of certain companies which are
principally engaged in the provision of hotel management services. Subject to the completion of the NWHM
Agreement which was expected to take place on or about 31 December 2015, NWHM will cease to be a wholly
owned subsidiary of NWCL. The said disposal will enable NWCL to realise its investment in its non-core business.
As CTF is a connected person of the Company, the disposal contemplated under the NWHM Agreement
constitutes a connected transaction for the Company under the Listing Rules.
(13) On 3 July 2015, NWCL entered into a master hotel leasing agreement (the “Master Hotel Leasing Agreement”)
with CTF pursuant to which relevant members of the NWCL Group and relevant members of the CTFE Group (i.e.
CTF and its subsidiaries) may enter into definitive agreements in respect of the leasing of hotels and licensing of
related licences to members of the CTFE Group from members of the NWCL Group upon, and subject to, the
terms and conditions in compliance with those of the Master Hotel Leasing Agreement as may be agreed between
relevant members of the NWCL Group and the relevant members of the CTFE Group.
The Master Hotel Leasing Agreement shall commence on 3 July 2015 and shall continue up to and including
30 June 2025 which can be automatically renewed for a further term of 10 years, subject to compliance with the
then relevant requirements of the rules of any stock exchange to which any of the parties to the Master Hotel
Leasing Agreement is subject to, including, but not limited to, the Listing Rules.
As CTF is a connected person of the Company, the entering into of the Master Hotel Leasing Agreement and all
the transactions contemplated thereunder constitute continuing connected transactions for the Company under the
Listing Rules.
