New World Development Company Limited
90
Report of the Directors
Connected Transactions
(continued)
(14) On 20 November 2015, an agreement (the “Beames Agreement”) was entered into between the Company and CTF pursuant
to which CTF agreed to sell and assign, and the Company agreed to purchase and accept the assignment of, 36.0% of the
entire issued share capital of Beames Holdings Limited (“Beames”) and the entire amount of the unsecured and non-interest
bearing shareholder’s loan owing from Beames to CTF as at the date of completion of the Beames Agreement at an
aggregate cash consideration of HK$3,619.0 million.
Beames, through its subsidiaries, associated companies and joint ventures, principally owns and operates hotel properties
in Hong Kong and South East Asia cities. Through the acquisition by the Company of further interests in Beames, the Group
effectively consolidated the Group’s interest in hotel properties held by CTF, which is consistent with the core business
strategies of the Group. Details of the Beames Agreement were set out in the announcement of the Company dated 20
November 2015.
Upon completion of the Beames Agreement on 23 November 2015, the total consideration was adjusted to approximately
HK$3,592.8 million and Beames became a wholly owned subsidiary of the Company.
As CTF is a connected person of the Company, the acquisition contemplated under the Beames Agreement constitutes a
connected transaction for the Company under the Listing Rules.
(15) On 4 February 2016, each of New World Hotels Corporation Limited (an indirect wholly owned subsidiary of the Company)
and Goland Developments Limited (“Goland”, an indirect subsidiary of the Company) as purchasers entered into an
agreement with Way West Investments Limited (“Way West”) as vendor regarding the acquisition of 47.5% interest in Goland
and 6.7% interest in Realform Developments Limited respectively at an aggregate cash consideration of HK$90.1 million (the
“Makati Acquisitions”). Both transactions were completed on 4 February 2016, and through the Makati Acquisitions, the
Company’s attributable interests in New World Makati Hotel, Manila, Philippines increased from 49.0% to 62.0%.
Way West is wholly owned by the brother of Mr. Ho Hau-Hay, Hamilton who is an Independent Non-executive Director of the
Company. Accordingly, Way West is an associate of Mr. Ho Hau-Hay, Hamilton and hence a connected person of the
Company and the Makati Acquisitions constitute connected transactions for the Company under the Listing Rules. Details of
the Makati Acquisitions were set out in the announcement of the Company dated 4 February 2016.
(16) On 10 December 2015, CTF, Razor Zenith Limited (“RZL”, a wholly owned subsidiary of CTF), NWS Ports Management Limited
(a direct wholly owned subsidiary of NWS Holdings Limited (“NWSH”)), Flying Gravity Limited (“FGL”, an indirect wholly
owned subsidiary of NWSH) and Silverway Global Limited (“SGL”) (collectively, the “Parties”) entered into a shareholders
agreement (the “Shareholders Agreement”) to regulate the respective rights and obligations of RZL and FGL towards the
management of SGL. The entire issued share capital of SGL is owned as to 50.0% by RZL and 50.0% by FGL. Pursuant to the
Shareholders Agreement, it was agreed that SGL shall, subject to the satisfaction of certain conditions precedent, establish
a joint venture with Aviation Capital Group Corp. (“ACG”, a company established in USA engaged in the business of aircraft
leasing), in which SGL shall hold 80.0% of the shares and ACG shall hold the remaining 20.0% of the shares of the same
class.
On 8 March 2016, Bauhinia Aviation Capital Limited was established as the joint venture between SGL and ACG as
contemplated under the Shareholders Agreement and owned as to 80.0% by SGL and 20.0% by ACG. Pursuant to a
supplemental agreement to the Shareholders Agreement (the “Supplemental Agreement”) entered into among the Parties
on 8 March 2016, the Parties agreed that the total commitment (whether equity, loan or otherwise and including any
guarantee or indemnity in connection with the establishment of SGL) of each of RZL and FGL towards SGL shall be increased
from US$4.0 million (equivalent to HK$31.2 million) to US$240.0 million (equivalent to approximately HK$1,872.0 million).
As at the date of signing of the Supplemental Agreement, RZL was wholly owned by CTF which is a connected person of the
Company. Accordingly, the formation of a joint venture between RZL and FGL through SGL and the increase of the total
capital commitment in SGL pursuant to the terms of the Shareholders Agreement and the Supplemental Agreement and the
performance of the transactions contemplated thereunder constitute connected transactions for the Company under the
Listing Rules.
