VESTATE GROUP 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.
VESTATE GROUP HOLDINGS LIMITED
國 投 集 團 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1386)
MEMORANDUM OF UNDERSTANDING
AND
BUSINESS UPDATE
This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
POSSIBLE ACQUISITION
The Board announces that after trading hours of the Stock Exchange on 21 February 2020, the Company entered into the Memorandum of Understanding with a potential vendor in relation to the Possible Acquisition, major terms of which are set out below.
MEMORANDUM OF UNDERSTANDING
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the potential vendor is a third party independent of and not connected with the Company and its Connected persons.
Subject matter
Under the Memorandum of Understanding, the Company or its nominee will acquire from the potential vendor 80% equity interest in the Target Company.
As at the date of this announcement, the Target Company is established in Portugal with limited liability, and it is principally engaged in the real estate and migration services in Portugal.
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Consideration
The consideration for the Possible Acquisition will be subject to further negotiation between the parties to the Memorandum of Understanding based on the valuation of the Target Company to be conducted by an independent professional valuer.
The consideration for the Possible Acquisition shall be settled by cash or procuring the Company to allot and issue new Shares or such other methods agreed between the parties to the Memorandum of Understanding.
Due diligence review
The Company will conduct the due diligence review on the assets, indebtedness, operation and other aspect of the Target Company as it may consider appropriate and the potential vendor shall provide such assistance as the Company may require in connection with such review.
Formal agreement
The Company and the potential vendor will proceed with further negotiation for the entering into of the Formal Agreement as soon as possible.
The Memorandum of Understanding does not constitute a legally-binding commitment of the parties to the Memorandum of Understanding in respect of the Possible Acquisition. The Possible Acquisition is subject to the execution and completion of the Formal Agreement.
If the Formal Agreement is materialised, the Possible Acquisition will constitute a notifiable transaction of the Company pursuant to the Listing Rules and thus the Company will comply with the relevant requirements under the Listing Rules as and when appropriate.
Reasons for and benefit of the Possible Acquisition
The Group is principally engaged in retailing, financial services, and e-Commerce and e-Payment Businesses.
The Group has accumulated substantial experience in managing and handling overseas properties, and has been observing robust growth in the European properties market. The Directors consider that the Possible Acquisition, if materialises, represents a good opportunity for the Group to further pursue in this direction. The Directors are of the view that the terms of the Memorandum of Understanding are fair and reasonable and the Possible Acquisition is in the interests of the Company and the Shareholders as a whole.
The Board wishes to emphasise that no binding agreement in relation to the Possible Acquisition has been entered into by the Company and the potential vendor as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition materialises, it will constitute a notifiable transaction of the Company pursuant to the Listing Rules.
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Shareholders and the potential investors of the Company are urged to exercise caution when dealing in the Shares. Further announcement in respect of the Possible Acquisition will be made by the Company in the event that any Formal Agreement has been signed.
BUSINESS UPDATE
Due to the complex retail business environment coupled with the outbreak of COVID-19, the Group acknowledges the crisis, and will steadily reduce its operation of retail points, while moving towards online E-commerce retail platform. The Group regards this as a positive step forward as it will help enhance brand awareness, as well as reduce unnecessary operating costs.
DEFINITION
In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:
"Board" | the board of Directors |
"Company" | Vestate Group Holdings Limited, a company incorporated |
in the Cayman Islands with limited liability and the issued | |
Shares of which are listed on the Stock Exchange | |
"Connected person(s)" | has the meaning ascribed to it under the Listing Rules |
"COVID-19" | an infectious respiratory disease caused by a new form of |
coronavirus discovered in 2019 | |
"Director(s)" | director(s) of the Company |
"Formal Agreement" | the formal sale and purchase agreement which may or may |
not be entered into by the Company and the potential vendor | |
in relation to the Possible Acquisition | |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
People's Republic of China | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange |
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"Memorandum of | the non-legally binding memorandum of understanding dated |
Understanding" | 21 February 2020 entered into between the potential vendor |
and the Company setting out preliminary understanding in | |
relation to the Possible Acquisition | |
"Portugal" | the Portuguese Republic |
"Possible Acquisition" | the possible acquisition of 80% equity interest in the Target |
Company to be carried out by the Company as contemplated | |
under the Memorandum of Understanding and subject to the | |
execution of the Formal Agreement | |
"Share(s)" | ordinary share(s) of HK$0.1 each in the issued share capital |
of the Company | |
"Shareholder(s)" | holder(s) of the issued Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Target Company" | Solid Diversity, LDA, a company established in Portugal |
with limited liability | |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
By order of the Board
Vestate Group Holdings Limited
ZHU Xiaojun
Chairman
Hong Kong, 21 February 2020
As at the date of this announcement, the Board comprises:
Executive Directors: | Independent Non-executive Directors: |
Mr. ZHU Xiaojun | Ms. ZHAO Hong |
Mr. KANG Jianming | Mr. CHAU Wai Hing |
Ms. CAI Jiaying | Mr. YU Lei |
Mr. YIN Wansun |
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Disclaimer
Vestate Group Holdings Limited published this content on 21 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 February 2020 08:41:00 UTC
