TIDMRCG
RNS Number : 6365N
RCG Holdings Limited
10 September 2013
10 September 2013
RCG HOLDINGS LIMITED
("RCG" or the "Company" and together with its subsidiaries, the
"Group")
DISPOSAL OF PROPERTIES
RCG Holdings Limited (AIM: RCG, HKSE: 802), an international
provider of biometric and RFID products, solution services,
internet and mobile application and related accessories and
commodities trading, announces that on 10 September 2013, RCG China
Limited ("RCG China" or the "Vendor"), an indirect wholly owned
subsidiary of the Company, entered into the Sale and Purchase
Agreements pursuant to which the Vendor agreed to sell two
Properties for an aggregate consideration of RMB15,508,025
(approximately HK$19,500,566).
1. SALE AND PURCHASE AGREEMENT WITH RESPECT TO PROPERTY I
Date: 10 September 2013
Parties:
(a) Vendor: RCG China
(b) Purchaser: Mr. Wang Zhenzhong
Detail of Property I: Unit 1508, Level 12, No. 8 Haidian North
Second Street, Zhong Guan Cun SOHO Zhong Guan Cun, Haidian
District, Beijing, PRC with a total gross floor area of 145.43
square meters
Consideration: RMB4,726,475
Terms: The Purchaser has delivered a deposit of RMB1,000,000 on
the day of signing of the Sale and Purchase Agreement. A further
RMB500,000 deposit will be delivered within seven business days
from the signing of the Sale and Purchase Agreement. The balance of
the consideration shall be satisfied at the completion of the
transaction which is expected to take place within 90 business days
following signing of the Sale and Purchase Agreement.
2. SALE AND PURCHASE AGREEMENT WITH RESPECT TO PROPERTY II
Date: 10 September 2013
Parties:
(a) Vendor: RCG China
(b) Purchaser: Mr. Wang Zhenzhong
Detail of Property II: Unit 1509, Level 12, No. 8 Haidian North
Second Street, Zhong Guan Cun SOHO Zhong Guan Cun, Haidian
District, Beijing, PRC with a total gross floor area of 331.74
square meters
Consideration: RMB10,781,550
Terms: The Purchaser has delivered a deposit of RMB1,000,000 on
the day of signing of the Sale and Purchase Agreement. A further
RMB3,008,025 deposit will be delivered within seven business days
from the signing of the Sale and Purchase Agreement. The balance of
the consideration shall be satisfied at the completion of the
transaction which is expected to take place within 90 business days
following signing of the Sale and Purchase Agreement.
To the best of the knowledge, information and belief of the
Directors, having made all reasonable enquiries, the Purchaser is a
third party independent of the Company and the connected persons of
the Company.
Information on the Properties
The Properties are office units located at level 12 of a
17-storey composite building including four basement levels at No.
8 Haidian North Second Street, Zhong Guan Cun SOHO Zhong Guan Cun,
Haidian District, Beijing, PRC. The Properties was acquired by the
Group in November 2009. The Properties are leased for office and
business uses.
The followings are the primary financial information of the
Properties:-
For the year ended For the year ended For the period ended
31.12.2011 31.12.2012 30.6.2013
(Audited) (Audited) (Unaudited)
RMB'000 HK$'000 RMB'000 HK$'000(##) RMB'000 HK$'000(###)
(#)
--------------------- ----------------------- ------------------------ ---------------------------
Revenue for
the period 1,759 2,119 1,182 1,459 430 538
--------------------- ----------- ---------- ----------- ----------- ------------- ------------
Net Profit before N/A N/A N/A N/A N/A N/A
tax for the
period
--------------------- ----------- ---------- ----------- ----------- ------------- ------------
Net Profit after N/A N/A N/A N/A N/A N/A
tax for the
period
--------------------- ----------- ---------- ----------- ----------- ------------- ------------
Book Value 44,546 53,670 46,790 57,765 19,650 24,563
--------------------- ----------- ---------- ----------- ----------- ------------- ------------
(#) The average exchange rate for the year ended 31 December
2011 was HK$1=RMB0.83
(##) The average exchange rate for the year ended 31 December
2012 was HK$1=RMB0.81
(###) The average exchange rate for the year ended 30 June 2013
was HK$1=RMB0.80
Consideration
The aggregate Consideration for the Properties is RMB15,508,025
(approximately HK$19,500,566), which was arrived at after arm's
length negotiations between RCG China and the Purchaser with
reference to the prices in comparable properties in the area.
The remaining balance of the Consideration shall be paid by cash
by the Purchaser upon completion of registration in respect of the
change of ownership interest in the Properties.
Completion
It is expected that the completion of the Sale and Purchase
Agreements with respect to the Properties will take place within 90
business days of each of the Sale and Purchase Agreements.
After completion of the Disposals, the Company will no longer
have any interests in the Properties.
REASONS FOR AND BENEFITS OF THE DISPOSAL
The Properties were acquired by the Group as an investment in
the PRC. The Disposals are due to the desire of the Group to
generate cash for working capital of the Group. The Directors are
of the view that the terms of the Disposals are fair and reasonable
and the Disposals are in the interests of the Company and its
shareholders as a whole.
The Company recorded an unaudited loss from the Disposals of
approximately RMB4,142,000 (approximately HK$5,178,000), being the
difference between the Consideration and the total investment made
in Properties.
USE OF PROCEED
The proceeds for the Disposals will be used by the Group as its
general working capital.
Enquiries:
RCG Holdings Limited
Danny Chew, Acting Chief Executive Officer Tel: +852 2637 2800
ir@rcg.tv
Smith & Williamson Corporate Finance Limited
(Nominated adviser and broker)
Dr. Azhic Basirov / David Jones Tel: +44 (0) 20 7131
4000
DEFINITIONS
In this announcement, unless the context otherwise requires, the
following expressions shall have the following meaning:
"AIM" AIM, a market operated by the LSE;
------------------- -----------------------------------------------------
"Board" the board of Directors;
------------------- -----------------------------------------------------
"Consideration(s)" the consideration payable by the Purchaser to
RCG China for the Property(ies) pursuant to
the Sale and Purchase Agreement(s);
------------------- -----------------------------------------------------
"Director(s)" the director(s) of the Company;
------------------- -----------------------------------------------------
"Disposal(s)" the sale of Properties by RCG China to the Purchaser
pursuant to Sale and Purchase Agreement(s);
------------------- -----------------------------------------------------
"Group" the Company and its subsidiaries;
------------------- -----------------------------------------------------
"HK$" Hong Kong dollars;
------------------- -----------------------------------------------------
"PRC" the People's Republic of China;
------------------- -----------------------------------------------------
"Properties" two office units located at No. 8 Haidian North
Second Street, Zhong Guan Cun SOHO Zhong Guan
Cun, Haidian District, Beijing, PRC, which were
owned by the Group prior to the completion of
the Sale and Purchase Agreements;
------------------- -----------------------------------------------------
"Property I" Unit 1508, Level 12, No. 8 Haidian North Second
Street, Zhong Guan Cun SOHO Zhong Guan Cun,
Haidian District, Beijing, PRC with a total
gross floor area of 145.43 square meters
------------------- -----------------------------------------------------
"Properties II" Unit 1509, Level 12, No. 8 Haidian North Second
Street, Zhong Guan Cun SOHO Zhong Guan Cun,
Haidian District, Beijing, PRC with a total
gross floor area of 331.74 square meters
------------------- -----------------------------------------------------
"Purchaser" Mr. Wang Zhenzhong, an individual;
------------------- -----------------------------------------------------
"RCG China" RCG China Limited, a wholly foreign owned company
established under the laws of the PRC on 14
September 2006 and an indirectly wholly-owned
subsidiary of the Company;
------------------- -----------------------------------------------------
"RMB" Renminbi, the lawful currency of PRC;
------------------- -----------------------------------------------------
"Sale and Purchase the sale and purchase agreements dated 10 September
Agreement(s)" 2013 entered into between RCG China and the
Purchaser in respect of the Properties sale;
------------------- -----------------------------------------------------
"Vendor" RCG China;
------------------- -----------------------------------------------------
"%" per cent.
------------------- -----------------------------------------------------
(###) Amounts expressed in RMB have been translated into HK$ at
a rate of RMB0.80 = HK$1.00 for illustration purpose only.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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