8088 INVESTMENT HOLDINGS LIMITED 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.
AID Partners Capital Holdings Limited (滙 友 資 本 控 股 有 限 公 司)*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8088)
COMPLETION OF VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF
THE HMV IP RIGHTS AND THE TARGET BUSINESS
AND CONTINUING CONNECTED TRANSACTIONS
Reference is made to the announcement and the circular of the Company (the ''Circular'') dated 28 August 2015 and 16 October 2015, respectively, in relation to, among other things, the Sale and Purchase Agreement and the transactions contemplated thereunder. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as ascribed thereto in the Circular.
Completion of Acquisition
The Board is pleased to announce that all the conditions precedent under the Sale and Purchase Agreement have been fulfilled and the Completion took place on 30 November 2015 in accordance with the terms and conditions of the Sale and Purchase Agreement. On Completion, pursuant to the Sale and Purchase Agreement, the initial aggregate Consideration (subject to adjustment as described in the paragraph headed ''Adjustment to Consideration'' in the Letter from the Board of the Circular) in the amount of HK$114,324,709 was paid to HMV HK in cash. Further announcement(s) will be made by the Company, as and when appropriate, if any adjustment is required to be made to the said initial Consideration paid pursuant to the Sale and Purchase Agreement.
Upon Completion, the Purchaser has become the licensee in respect of the HMV IP Rights under the HMV IP Licence and the owner of the Target Business. In respect of the HMV IP Licence, HMV HK has notified the Purchaser that Record Shop 3 Limited (the former licensor of the HMV IP Licence and formerly named HMV (IP) Limited) has assigned the various HMV trade marks and trade mark applications, including the HMV IP Licence, to Palm Green Capital Limited. The said assignment to Palm Green Capital Limited does not affect the rights of the Purchaser under the Sale and Purchase Agreement and the HMV IP Licence.
* For identification purpose only
Continuing Connected Transactions
At Completion, the tenancy agreements for each of the Retail Store located at iSQUARE in Tsim Sha Tsui, the Central Retail Shop and the office located in Tsim Sha Tsui entered into by HMV HK continue to be in effect. Accordingly, the Purchaser will reimburse HMV HK in respect of the rentals, management fees and promotional fees only for the Retail Store located at iSQUARE, the Central Retail Shop and the office located in Tsim Sha Tsui pursuant to the terms of the respective tenancy agreements. The aforesaid transactions therefore constitute continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules upon Completion. The Company will make further announcement(s) in respect of the aforesaid continuing connected transactions as soon as practicable.
By order of the Board
AID Partners Capital Holdings Limited Wu King Shiu, Kelvin
Executive Director
Hong Kong, 30 November 2015
As at the date of this announcement, the Directors are:
Executive Directors: Wu King Shiu, Kelvin, Ho Gilbert Chi Hang and Chang Tat
Joel
Independent Non-Executive Directors:
Balme Didier Raymond Marie, Chinn Adam David, Professor Lee Chack Fan, GBS, SBS, JP and Yuen Kwok On
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement in this announcement misleading.
This announcement will remain on the GEM website at www.hkgem.com on the ''Latest Company Announcements'' page for at least 7 days from the date of its posting and on the website of the Company at www.aid8088.com.
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