AIA Group Limited entered into the Sale and Purchase Agreement to acquire remaining 10% stake in Bayshore Development Group Limited from Lai Sun Development Company Limited for HKD 14.2 billion.
The Disposal is subject to the approval of the LSG Shareholders at the LSG GM by way of poll. Completion shall be subject to and conditional upon the Purchaser being satisfied with the following (the?Conditions?): (a) Bayshore Development being and as at Completion remaining the sole legal and beneficial owner of the Property and the title to the Property (subject to otherwise provided in the Sale and Purchase Agreement), and being good and free from all encumbrances; (b) the Vendor being and as at Completion remaining the sole legal and beneficial owner of the Sale Shares and the title to the Sale Shares being good and free from all encumbrances; (c) there being no compulsory acquisition or notice, demand, direction or order of intended resumption and acquisition by the Relevant Authority affecting the Property or any part(s) thereof or otherwise materially and adversely affecting the Property or any part(s) thereof; (d) all the warranties given by the Vendor in the Sale and Purchase Agreement remaining true and accurate and not misleading as at Completion and there being no circumstance which results in a Material Adverse Change (or Effect) on (i) the Property; (ii) Bayshore Development; and/or (iii) the transactions contemplated under the Sale and Purchase Agreement; (e) there being no outstanding claims, proceedings or any other legal procedures having a Material Adverse Change (or Effect) on Bayshore Development and/or on the Property (or any part thereof); and (f) all necessary consents, confirmations, permits, approvals, licences and authorisations from all Relevant Authority or otherwise required from any third parties in connection with the transactions contemplated under the Sale and Purchase Agreement having been obtained. The Deed of Taxation Indemnity will be entered into upon Completion. Pursuant to the Deed of Taxation Indemnity, the Vendor and LSD will jointly and severally agree to indemnify the Purchaser and Bayshore Development from and against, among other things, 10% of taxation liabilities made against Bayshore Development, save as otherwise provided in the Deed of Taxation Indemnity, up to the Completion Date. The transaction is expected to close on May 31, 2024. The net proceeds from the Disposal are intended to be applied towards repayment of bank loans and/or as general working capital of the LSD Group.