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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 disclaims any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any
part of the contents of this announcement.
CHINA STAR ENTERTAINMENT LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 326)
(Warrant Code: 972)
VERY SUBSTANTIAL ACQUISITION AND
CONNECTED TRANSACTION IN RELATION TO THE
PROPOSED ACQUISITION OF THE PROPERTY LEASEHOLD RIGHT
AND
RESUMPTION OF TRADING
Financial advisers of the Company
Mansion House Securities (F.E.) Limited
THE ACQUISITION
The Board announces that on 23 December 2010 (after trading hours of the Stock
Exchange):
(i) the Agreement was entered into between, inter alia, the Purchaser, the Vendor,
the Company and Mr. Heung, pursuant to which the Vendor has conditionally
agreed to sell and the Purchaser has conditionally agreed to purchase the
Property Leasehold Right (and the inherent transfer to the Purchaser of the legal
title to the Sites) at a consideration of HK$550 million. Completion is subject
to the fulfillment of all the conditions as set out in the Agreement on or before
the Long Stop Date. In the event that the approval from the Shareholders (other
than those who are required to abstain from voting, if any) for the Agreement
and the transactions contemplated by the Agreement is not obtained by the Long
Stop Date, Mr. Heung irrevocably and unconditionally undertakes and agrees to
assume the obligations and liabilities of the Purchaser under the Agreement. The
Consideration will be funded from/by internal resource of the Company, bank
borrowings and/or equity financing; and
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(ii) Mr. Heung gave the Undertaking to the Purchaser and the Company, pursuant
to which Mr. Heung undertakes to the Purchaser and the Company that in the
event that the approval of Shareholders (other than those who are required to
abstain from voting, if any) for the Acquisition is not obtained, Mr. Heung shall,
within 14 days from written demand by the Purchaser and/or the Company fully
and effectively pay the Purchaser and/or the Company the amount of HK$55
million, being the deposit paid by the Purchaser to the Vendor pursuant to the
Agreement.
IMPLICATION OF THE LISTING RULES
The Acquisition constitutes a very substantial acquisition for the Company under Rule
14.06(5) of the Listing Rules. As the Vendor is an associate of Dr. Ho, a connected
person of the Company, the Acquisition also constitutes a connected transaction of
the Company under Chapter 14A of the Listing Rules. In addition, as Mr. Heung
is a cosigner to the Agreement, Mr. Heung is considered to have an interest in the
Agreement. Accordingly, the Acquisition is subject to the approval of the Independent
Shareholders at the SGM. Dr. Ho, the Vendor, Mr. Heung and their respective
associates shall abstain from voting at the SGM in respect of the resolution to
approve the Agreement and the transaction contemplated thereunder. An independent
financial adviser will be appointed to advise the Independent Board Committee and
the Independent Shareholders in respect of the Acquisition.
GENERAL
As more time may be required to prepare the financial information to be included
in the circular, a circular containing, amongst other things, (i) further details of
the Acquisition; (ii) the letter of advice from the Independent Board Committee to
Independent Shareholders and the recommendation of the independent financial
adviser to the Independent Board Committee and the Independent Shareholders in
respect of the Acquisition; (iii) the independent valuation report of the Sites; (iv) the
financial information of the Group as enlarged by the Property Leasehold Right; and
(v) the notice of the SGM will be dispatched to the Shareholders on or before 28
February 2011.
SUSPENSION AND RESUMPTION OF TRADING
Trading in the Shares and the Warrants on the Stock Exchange was suspended at the
request of the Company with effect from 9:30 a.m. on 24 December 2010 pending the
release of this announcement. The Company has applied for a resumption of trading
in the Shares and the Warrants with effect from 9:30 a.m. on 10 January 2011.
THE AGREEMENT
Date
23 December 2010
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Parties
Vendor: Sociedade de Turismo e Diversões de Macau, S.A., a company having
diverse business interests predominantly based in Macau including
entertainment, leisure, sports, tourism and realty
Purchaser: Triumph Top Limited, an indirect wholly-owned subsidiary of the
Company
Guarantor: the Company
Cosigner: Mr. Heung, an executive Director
Dr. Ho is the chairman and a director of Lan Kwai Fong (Macau), a 50% owned
subsidiary of the Company. To the best of the Directors’ knowledge, information and
belief, having made all reasonable enquiries, (i) Dr. Ho is a director of the Vendor, (ii)
Dr. Ho directly and indirectly holds over 30% of the equity share capital of the Vendor,
and (iii) Dr. Ho or the Vendor is not interested in any Shares or securities convertible
into Shares as at the date of this announcement. As such, the Vendor is an associate of
Dr. Ho, a connected person of the Company under Chapter 14A of the Listing Rules.
Given the terms of the Acquisition offered to the Purchaser by the Vendor is on a “must
buy” basis, Mr. Heung, as a cosigner, irrevocably and unconditionally undertakes to
assume the obligations and liabilities of the Purchaser in the event that the approval
from the Shareholders (other than those who are required to abstain from voting, if
any) for the Acquisition is not obtained in order to facilitate the Acquisition. As at the
date of this announcement, Mr. Heung and his associates hold in aggregate 246,852,025
Shares, representing approximately 5.70% of the issued share capital of the Company,
and amount of HK$5,458,311.23 warrants entitling Mr. Heung and his associates to
subscribe for 29,504,385 new shares of the Company.
Assets to be acquired
The Property Leasehold Right represents the set of rights and obligations currently held
by the Vendor under leasehold granted by the Macau Government over the Sites at the
date of the Agreement (and the inherent transfer to the Purchaser of the legal title to the
Sites).
As advised by the Company’s Macau legal adviser,
(i) according to the land concession contracts in respect of the Sites, the transfer of
the legal title of the Sites before their completion of development as stipulated in
the land concession contracts (the “Pre-completion Transfer”) is subject to the
prior approval of the Macau Government; and
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(ii) in the event that the Pre-completion Transfer is not permitted by the Macau
Government, the Purchaser is entitled to, upon completion of the development of
the Sites, transfer the legal titles of the properties which will be erected on the
Sites to itself and/or the buyers of the properties pursuant to the Agreement and
the laws of Macau.
Upon Completion, the Purchaser shall apply to the Macau Government for the Precompletion
Transfer.
Information on the Sites
Details of the Sites are as follows:
(i) Lot 6B
Lot 6B was leased to the Vendor for a term of 25 years commencing on 26
December 1989 (i.e. until 25 December 2014), renewable for periods of 10
years until 19 December 2049. The renewal is subject to the completion of
the development stated by the lease and the payment of a lump sum special
contribution which corresponds to 10 years of updated rent. The updated rent
should be calculated according to the law which regulates the rent of the lands
lease concession at the time of renewal.
Under the lease conditions, Lot 6B shall be developed with the construction of one
building all with triple-deck platform and sixteen floors, for office, commerce and
parking, with the following constructional floor areas: (a) office – 14,994 square
meters; (b) commerce – 1,996 square meters; and (c) parking – 4,320 square
meters.
Under the lease conditions, the development should have been completed
within 60 months commencing from 26 December 1989 (i.e. until 25 December
1994). Notwithstanding the non development of Lot 6B in the contracted
period mentioned above, the Macau Government has approved to postpone the
development period within 36 months commencing from 15 April 2010 (i.e. until
14 April 2013).
(ii) Lot 6C
Lot 6C was leased to the Vendor for a term of 25 years commencing on 21
December 1994 (i.e. until 20 December 2019), renewable for periods of 10
years until 19 December 2049. The renewal is subject to the completion of
the development stated by the lease and the payment of a lump sum special
contribution which corresponds to 10 years of updated rent. The updated rent
should be calculated according to the law which regulates the rent of the lands
lease concession at the time of renewal.
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Under the lease conditions, Lot 6C shall be developed with the construction of one
building all with double-deck cave, triple-deck platform and sixteen floors, for
residence, commerce and parking, with the following constructional floor areas:
(a) residence – 14,860 square meters; (b) commerce – 1,824 square meters; and (c)
parking – 2,584 square meters.
Under the lease conditions, the development should have been completed
within 30 months commencing from 21 December 1994 (i.e. until 20 June
1997). Notwithstanding the non development of Lot 6C in the contracted
period mentioned above, the Macau Government has approved to postpone the
development period within 36 months commencing from 15 April 2010 (i.e. until
14 April 2013).
(iii) Lot 6D
Lot 6D was leased to the Vendor for a term of 25 years commencing on 21
December 1994 (i.e. until 20 December 2019), renewable for periods of 10
years until 19 December 2049. The renewal is subject to the completion of
the development stated by the lease and the payment of a lump sum special
contribution which corresponds to 10 years of updated rent. The updated rent
should be calculated according to the law which regulates the rent of the lands
lease concession at the time of renewal.
Under the lease conditions, Lot 6D shall be developed with the construction of
one building all with double-deck cave, triple-deck platform and sixteen floors, for
residence, commerce and parking, with the following constructional floor areas:
(a) residence – 14,860 square meters; (b) commerce – 1,824 square meters; and (c)
parking – 2,584 square meters.
Under the lease conditions, the development should have been completed
within 30 months commencing from 21 December 1994 (i.e. until 20 June
1997). Notwithstanding the non development of Lot 6D in the contracted
period mentioned above, the Macau Government has approved to postpone the
development period within 36 months commencing from 15 April 2010 (i.e. until
14 April 2013).
(iv) Lot 6E
Lot 6E was leased to the Vendor for a term of 25 years commencing on 21
December 1994 (i.e. until 20 December 2019), renewable for periods of 10
years until 19 December 2049. The renewal is subject to the completion of
the development stated by the lease and the payment of a lump sum special
contribution which corresponds to 10 years of updated rent. The updated rent
should be calculated according to the law which regulates the rent of the lands
lease concession at the time of renewal.
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Under the lease conditions, Lot 6E shall be developed with the construction of one
building all with double-deck cave, triple-deck platform and sixteen floors, for
residence, commerce and parking, with the following constructional floor areas:
(a) residence – 14,860 square meters; (b) commerce – 1,824 square meters; and (c)
parking – 2,584 square meters.
Under the lease conditions, the development should have been completed
within 30 months commencing from 21 December 1994 (i.e. until 20 June
1997). Notwithstanding the non development of Lot 6E in the contracted
period mentioned above, the Macau Government has approved to postpone the
development period within 36 months commencing from 15 April 2010 (i.e. until
14 April 2013).
The development at the Sites is regulated by the Despatch of the Macau Executive
Chief no. 83/2008 as the Sites are part of the area surrounding the Guia Lighthouse
and shall comply with the maximum altitude permitted for building construction
and the calculation of the shadow area established under the article no. 88 of the
General Regulation of Urban Construction of Macau. Therefore, the final approved
constructional floor areas of the Sites will differ from those disclosed above.
Consideration
The Consideration for the Property Leasehold Right is HK$550 million, which has been
and shall be satisfied by the Purchaser in cash in the following manner:
(1) a 10% deposit of HK$55 million has been paid to the Vendor upon the signing of
the Agreement; and
(2) the balance of HK$495 million shall be paid to the Vendor upon Completion.
The Consideration was determined after arm’s length negotiations between the Vendor
and the Purchaser. The Consideration will be funded from/by internal resources of the
Company, bank borrowings and/or equity financing.
An independent professional valuer appointed by the Purchaser has estimated the market
value of the Sites at HK$1,091 million as at 30 November 2010. The Consideration
represents a 49.59% discount to the estimated market value of the Sites as at 30
November 2010.
Conditions precedent
Completion of the Agreement is conditional upon the Shareholders (other than
those who are required to abstain from voting, if any) approving the Agreement and
the transactions contemplated by the Agreement and all filings with any relevant
governmental or regulatory authorities in Hong Kong, Bermuda or elsewhere which are
required or appropriate for the entering into and the implementation of the Agreement
having been obtained, given or made.
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In the event that the approval from the Shareholders (other than those who are required
to abstain from voting, if any) for the Agreement and the transactions contemplated
by the Agreement is not obtained by the Long Stop Date, Mr. Heung irrevocably and
unconditionally undertakes and agrees to assume the obligations and liabilities of the
Purchaser under the Agreement.
Completion
Upon Completion, the Vendor shall sign the Power of Attorney and the Declaration of
Undertaking to the Purchaser or its nominee and hand over the Sites being unoccupied
and free from any encumbrances, debts, promissory sale and leases (other than those
subsisting and are known to the Purchaser) to the Purchaser or its nominee.
The Power of Attorney
Pursuant to the Agreement, the Vendor irrevocably warrants, guarantees and undertakes
to the Purchaser, the Company and Mr. Heung that the Power of Attorney shall not be
revoked. Upon Completion, the Vendor shall give an undertaking to the Purchaser that (i)
the Vendor shall not revoke the Power of Attorney without the Purchaser’s prior written
consent and (ii) the Vendor shall maintain all legal power of the Power of the Attorney
under the Agreement by signing the Declaration of Undertaking.
The principal terms of the Power of Attorney are as follows:
(i) to represent the Vendor before any public or private entities, particularly the
Macau Public Works Department, the Macau Properties Registry, the Macau Tax
Department, the Macau Civic and Municipal Matters Institute, the Macau Fire
Department and the Macau Police, in everything that relates to the Sites namely
its combination in on sole plot for development under development, as also any
information on construction indices and for any type of licenses whatsoever
howsoever, including licenses for foundations and construction;
(ii) to submit construction projects, as also any technical submissions requited thereon
or requested by the Macau Public Works Department or any other public entity or
private entities or agency;
(iii) to negotiate with the Macau Government to review the concession contract by
lease, taking any decisions in that regard, including on the contractual clauses
relating to the term, development and purposes, premiums and other charges and
require the renewal of the permanent or temporary concession at the end of their
term;
(iv) to apply for a revised land concession contract from the relevant government
authorities in Macau and to accept assignment of any interest relating directly to
the Sites as the Purchaser may think fit and to make all payments and enter into
all covenants execute all such deeds and do all things which may be necessary for
obtaining the review of land concession contract of the Sites, for redevelopment
conditions to be included as also the transfer of its ownership to the Purchaser or
such other person as it may think fit;
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(v) to request the transmission of the right resulting from the land concession,
irrespective of being temporary or permanent, receive the deposit, following
deposits and its price, and provide for their discharge;
(vi) to accept the terms and conditions of such transmission;
(vii) to administer and manage the constructions, namely by signing agreements with
developers and contractors and practicing all such acts and executing all such
agreements with the purpose of developing the Sites fully and completely;
(viii) to rent, renew, terminate, or in any way to terminate the lease of the property or
the buildings erected on it, receive rents, even those deposited, deposit of rents and
other payments; and
(ix) in general, do all such acts that the attorney considers necessary, useful or
convenient for the full compliance with this mandate, intended to carry out the
duty of developing the Sites only.
Indemnity given to the Vendor
Under the Agreement, the Purchaser shall on demand indemnify, defend and hold
harmless the Vendor against all damages, loss, costs, charges, claims, levies, penalties,
taxes or expenses, including legal fees on a full indemnity basis and out-of-pocket
expenses (the “Liabilities”), which the Vendor may incur as a result of any liabilities or
matters arising in relation or in connection to the Sites after the Completion, including
but without limitation to the following any Liabilities arising as a result of or in
connection with:
(i) a breach by the Purchaser or any of its obligations under the Agreement. All acts
or omission by the Purchaser, its officers, directors, appointees, assignees, guests
and invitees shall be deemed to be an act or omission by the Purchaser;
(ii) the submissions made by the Purchaser after the Completion and made pursuant to
the Agreement;
(iii) the issuing of the Power of Attorney and the Declaration of the Undertaking
by the Vendor in favour of the Purchaser or its nominee and the granting to the
Purchaser or its nominee the powers thereunder contained and made pursuant to
the Agreement (including any amendment, extension or waiver thereon) and all
acts by the Purchaser or its nominee exercised under the Power of Attorney;
(iv) the Purchaser selling, disposing, charging or in any way deal with the Sites or the
Property Leasehold Right or any part thereof;
(v) any occupier’s liabilities arising as a result of the Vendor remaining as the
registered owner of the Sites;
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(vi) contracts, agreements, promises, compromises made by the Purchaser in respect of
the Sites and/or the Property Leasehold Right or any part thereof; and
(vii) all costs in connection with the protection, enforcement or prosecution of any
of the Vendor’s rights under the Agreement (including the Power of Attorney) or
for actions taken by third parties, including but without limitation to the Macau
Government.
UNDERTAKING GIVEN BY MR. HEUNG TO THE PURCHASER AND THE
COMPANY
As the Purchaser has paid the deposit of HK$55 million to the Vendor pursuant to the
Agreement and Mr. Heung irrevocably and unconditionally undertakes and agrees to
assume the obligations and liabilities of the Purchaser under the Agreement in the event
that the approval of Shareholders (other than those who are required to abstain from
voting, if any) for the Acquisition is not obtained by the Long Stop Date, Mr. Heung, on
23 December 2010 (after trading hours of the Stock Exchange), gave the Undertaking
to the Purchaser and the Company in order to avoid a provision of financial assistant by
the Group under the Listing Rules.
Pursuant to the Undertaking, Mr. Heung undertakes to the Purchaser and the Company
that in the event the approval of Shareholders (other than those who are required to
abstain from voting, if any) for the Acquisition is not obtained, Mr. Heung shall, within
14 days from written demand by the Purchaser and/or the Company fully and effectively
pay to the Purchaser and/or the Company the amount of HK$55 million, being the
deposit paid by the Purchaser to the Vendor pursuant to the Agreement.
REASONS FOR THE ACQUISITION
Upon Completion, the Group intends to develop the Sites into office units and
residential apartments for sale.
With a rise of 27.1% year on year in real terms for the third quarter of Macau’s GDP
in 2010, the Directors are confident in Macau’s economy as well as its property market
in coming years. The Directors expect the outlook for Macau’s property market to be
positive, which is supported by the following:
(i) Macau’s real interest rates will likely remain in the negative regime for coming
years, which provides a favourable environment for property investment;
(ii) a low jobless rate of 2.9% in the third quarter of 2010 infers a better job security,
which may fuel demand from local end-users;
(iii) the reactivation of construction projects on the Cotai Strip will further strengthen
the local labour market, which leads a stronger local consumption and property
investment demand in Macau; and
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(iv) the PRC Central Government’s policy strategy for developing Macau into an
important platform for economic co-operation and trade between Mainland China
and Portugueses-speaking countries.
Given positive signs for Macau’s tourism continue, as the total visitor arrivals increased
by more than 22% year on year in the year to 16,749,204 in August 2010 and the superb
location of the Sites which is adjacent to Hotel Lan Kwai Fong, Macao Polytechnic
Institute, Forum de Macao and Golden Lotus Square and is couple blocks away from
Macau Fisherman’s Wharf and Sands Casino, the Group also intends to develop the
street level of the Sites into an area consisting of restaurants, bars, nightclubs and art
galleries in order to create traffic in the surrounding area of Hotel Lan Kwai Fong.
Based on the above, the Directors (excluding the independent non-executive Directors
whose views are to be included in the circular to be despatched by the Company to
the Shareholders) believe that the Acquisition will diversify the Group’s investment
portfolio in Macau and broaden its revenue base which have a positive impact on the
Group’s long-term profitability and consider that the Acquisition is in the interest
of the Company and the Shareholders as a whole. As the Consideration represents a
49.59% discount to the estimated market value of the Sites as at 30 November 2010,
the Directors (excluding the independent non-executive Directors whose views are to be
included, in the circular to be despatched by the Company to the Shareholders) are of
the view that the terms of the Agreement are fair and reasonable.
INFORMATION ON THE DEVELOPMENT OF THE SITES
As none of the Directors currently has the specific experience and expertise in the field
of property construction and development, the Group will outsource the development
of the Sites to a third-party contractor responsible for the design and construction of
the Sites. At this stage, no specific third-party contractor has been appointed by the
Company for the development of the Sites.
The Company is not yet in the planning stage and is currently pending for future design
and development.
IMPLICATION OF THE LISTING RULES
The Acquisition constitutes a very substantial acquisition for the Company under Rule
14.06(5) of the Listing Rules. As the Vendor is an associate of Dr. Ho, a connected
person of the Company, the Acquisition also constitutes a connected transaction of
the Company under Chapter 14A of the Listing Rules. In addition, as Mr. Heung
is a cosigner to the Agreement, Mr. Heung is considered to have an interest in the
Agreement. Accordingly, the Acquisition is subject to the approval of the Independent
Shareholders at the SGM. Dr. Ho, the Vendor, Mr. Heung and their respective associates
shall abstain from voting at the SGM in respect of the resolution to approve the
Agreement and the transaction contemplated thereunder. An independent financial
adviser will be appointed to advise the Independent Board Committee and the
Independent Shareholders in respect of the Acquisition.
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GENERAL
The Company is an investment holding company and its subsidiaries are principally
engaged in film production, distribution of film and television drama series, investing
in operations which receive the profit streams from the gaming promotion business and
property and hotel investment.
As more time may be required to prepare the financial information to be included
in the circular, a circular containing, amongst other things, (i) further details of
the Acquisition; (ii) the letter of advice from the Independent Board Committee to
Independent Shareholders and the recommendation of the independent financial adviser
to the Independent Board Committee and the Independent Shareholders in respect of
the Acquisition; (iii) the independent valuation report of the Sites; (iv) the financial
information of the Group as enlarged by the Property Leasehold Right; and (v) the
notice of the SGM will be dispatched to the Shareholders on or before 28 February
2011.
SUSPENSION AND RESUMPTION OF TRADING
Trading in the Shares and the Warrants on the Stock Exchange was suspended at the
request of the Company with effect from 9:30 a.m. on 24 December 2010 pending the
release of this announcement. The Company has applied for a resumption of trading in
the Shares and the Warrants with effect from 9:30 a.m. on 10 January 2011.
TERMS USED IN THIS ANNOUNCEMENT
“Acquisition” the proposed acquisition of the Property Leasehold
Right by the Purchaser from the Vendor pursuant to the
Agreement
“Agreement” the conditional agreement dated 23 December 2010
entered into between the Purchaser, the Vendor, the
Company and Mr. Heung relating to the sale and
purchase of the Property Leasehold Right
“associate(s)” has the meaning ascribed to it in the Listing Rules
“Board” the board of the Directors
“Company” China Star Entertainment Limited, a company
incorporated in Bermuda with limited liability and
the issued Shares are listed on the Main Board of the
Stock Exchange
“Completion” the completion of the Agreement
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“connected person” has the meaning ascribed to it in the Listing Rules
“Consideration” HK$550 million, being the consideration payable by
the Purchaser to the Vendor for the Property Leasehold
Right under the Agreement
“Declaration of Undertaking” the undertaking to be given by the Vendor in favor
of the Purchaser for (i) not revoking the Power of
Attorney without the Purchaser’s prior written consent
and (ii) maintaining all legal power of the Power of
Attorney under the Agreement
“Directors” the directors of the Company
“Dr. Ho” Dr. Ho Hung Sun, Stanley, the chairman and a director
of Lan Kwai Fong (Macau) and also a director and a
shareholder of the Vendor
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the
People’s Republic of China
“Independent Board The independent board committee comprising all
Committee” independent non-executive Directors to advise the
Independent Shareholders on the Acquisition
“Independent Shareholders” Shareholders other than Dr. Ho, the Vendor, Mr. Heung
and their respective associates
“Lan Kwai Fong (Macau)” Hotel Lan Kwai Fong (Macau) Limited, a company
incorporated in Macau and a 50% owned subsidiary of
the Company
“Listing Rules” the Rules Governing the Listing of Securities on the
Stock Exchange
“Long Stop Date” 30 June 2011 or such other date as the parties to the
Agreement may agree
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“Lot 6B” an undeveloped parcel of land named as “Quarteirão
6 – Lote B”, located in Macau at Zona de Aterros do
Porto Exterior (ZAPE), with a total site area of 1,420
square meters, including walkways and other external
areas, legally and validly granted to the Vendor under
leasehold by Dispatch no. 27/SATOP/89, published
in the Macau Official Gazette on 26 December 1989,
and later reviewed by Dispatch no. 149/SATOP/97,
published in the Official Gazette no. 49 of 3 December
1997, for which certain infrastructures shall be paid by
the lessee, which is registered in the Macau Properties
Registry under no. 22608 and currently bounded by
Rua de Xiamen on the west and Rua de Luis Gonzaga
Gomes on the north, is adjacent to Lot 6C to the east
“Lot 6C” an undeveloped parcel of land named as “Quarteirão
6 – Lote C”, located in Macau at Zona de Aterros do
Porto Exterior (ZAPE), with a total site area of 1,292
square meters, including walkways and other external
areas, legally and validly granted to the Vendor under
leasehold by Dispatch no. 148/SATOP/94, published
in the Macau Official Gazette on 21 December 1994,
for which certain infrastructures shall be paid by the
lessee, which is registered in the Macau Properties
Registry under no. 22618 and currently bounded by
Rua de Luis Gonzaga Gomes on the north, Lot 6B on
the west and Lot 6D on the east
“Lot 6D” an undeveloped parcel of land named as “Quarteirão
6 – Lote D”, located in Macau at Zona de Aterros do
Porto Exterior (ZAPE), with a total site area of 1,292
square meters, including walkways and other external
areas, legally and validly granted to the Vendor under
leasehold by Dispatch no. 149/SATOP/94, published
in the Macau Official Gazette on 21 December 1994,
for which certain infrastructures shall be paid by the
lessee, which is registered in the Macau Properties
Registry under no. 22619 and currently bounded by
Rua de Luis Gonzaga Gomes on the north, Lot 6C on
the west and Lot 6E on the east
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“Lot 6E” an undeveloped parcel of land named as “Quarteirão
6 – Lote E”, located in Macau at Zona de Aterros do
Porto Exterior (ZAPE), with a total site area of 1,292
square meters., including walkways and other external
areas, legally and validly granted to the Vendor under
leasehold by Dispatch no. 150/SATOP/94, published
in the Macau Official Gazette on 21 December 1994,
for which certain infrastructures shall be paid by the
lessee, which is registered in the Macau Property
Registered under no. 22620 and currently bounded by
Rua de Luis Gonzaga Gomes on the north, Lot 6D on
the west
“Macau” the Macau Special Administrative Region of the
People’s Republic of China
“Mr. Heung” Mr. Heung Wah Keung, an executive Director
“Power of Attorney” the power of attorney to be granted by the Vendor in
favor of the Purchaser or its nominee in the form set
out in the Agreement upon Completion
“Property Leasehold Right” the set of rights and obligations currently held by the
Vendor under the leasehold granted by the Macau
Government over the Sites at the date of the Agreement
“Purchaser” Triumph Top Limited, a company incorporated in the
British Virgin Islands with limited liability and an
indirect wholly-owned subsidiary of the Company
“SGM” the special general meeting of the Company to be
convened to consider and, if thought fit, approve
the Agreement and the transactions contemplated
thereunder
“Share(s)” the ordinary share(s) of HK$0.01 each in the issued
share capital of the Company
“Shareholder(s)” the holder(s) of the Shares
“Sites” Lot 6B, Lot 6C, Lot 6D and Lot 6E
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Undertaking” the undertaking given by Mr. Heung in favor of the
Purchaser and the Company on 23 December 2010
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“Vendor” Sociedade de Turismo e Diversões de Macau, S.A., a
company incorporated in Macau
“Warrants” an amount of HK$111,525,643.67 warrants outstanding
entitling the holders thereof to subscribe for new share
of the Company at a subscription price of HK$0.185
(subject to further adjustment) pursuant to the warrant
instrument of the Company dated 15 June 2010
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“%” per cent.
By Order of the Board
China Star Entertainment Limited
Heung Wah Keung
Chairman
Hong Kong, 7 January 2011
As at the date of this announcement, the executive Directors are Mr. Heung Wah Keung
(Chairman), Ms. Chen Ming Yin, Tiffany (Vice Chairman) and Ms. Li Yuk Sheung; the
independent non-executive Directors are Mr. Hung Cho Sing, Mr. Ho Wai Chi, Paul and
Mr. Leung Hok Man.


Allein aufgrund der Barreserven stark unterbewertet!

[docstumpf]

Shares in Macau casino investor China Star Entertainment rose as much as 20 per cent yesterday after it agreed to pay HK$550 million cash to Stanley Ho Hung-sun's private Sociedade de Turismo e Diversoes de Macau (STDM) for rights to develop four residential sites in Macau.

China Star, controlled by entertainment mogul and VIP gambling junket investor Charles Heung Wah-keung, said the four sites were independently valued at HK$1.09 billion.

The Macau government granted STDM rights to the sites between 1989 and 1994, when the firm now controlled by Ho, the Fok Ying Tung Foundation, New World Development chairman Cheng Yu-tung and others was still Macau's monopoly casino operator.

STDM, now the controlling shareholder of casino operator SJM Holdings, failed to develop the sites in accordance with the deadlines set in the original land grants, which lapsed more than a decade ago. But China Star said the government had agreed to extend the deadline for the land to be developed to April 2013.

The sites, zoned for residential construction of a combined 60,000 square metres, are located on the Macau peninsula near the Polytechnic Institute and Lotus Square, in the area near China Star's 50 per cent owned Lan Kwai Fong casino hotel.

However, because the four sites are near the historic Guia Lighthouse, the height of any new buildings will be subject to a 2008 Macau government order designed to preserve views of the lighthouse.

As a result, "the final approved constructional floor areas of the sites will differ from those [60,000-plus sq metres]," China Star said.

In addition to building flats on the upper floors, China Star "intends to develop the street level of the sites into an area consisting of restaurants, bars, nightclubs and art galleries in order to create traffic in the surrounding area of Hotel Lan Kwai Fong", the firm said on Friday in a stock exchange announcement.

Macau's Lan Kwai Fong hotel, formerly the Kingsway hotel, opened in 2009 after renovation. Ho is chairman and director of the holding company that owns the hotelproperty, Lan Kwai Fong (Macau), in which China Star has a 50 per cent stake.

The casino inside the hotel is operated by SJM, and China Star gets a cut of gaming revenue from SJM. China Star booked HK$369.49 million in revenue from its hotel stake in the first six months of last year.

It also receives profit from a high-stakes gambling junket operation inside the Ocho VIP room at SJM's Grand Lisboa casino. The company began writing down its investment in the VIP room after revenue there fell 41 per cent in the first half of last year.

Shares in China Star had been suspended from trading since Christmas Eve pending the announcement. The stock gave up some of its earlier gains yesterday to close at 8.4 HK cents apiece, up 6.3 per cent from its previous close.

Time and space

The original deadlines to develop the sites expired more than a decade ago

The plots of land are to provide residential space of, in square metres, not more than: 60,000