Kong Limited takes no responsibility for the contents of this
announcement, makes 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
ENM Holdings Limited
(Incorporated in Hong Kong with limited liability)
(Stock code: 128)
MAJOR AND CONNECTED TRANSACTION

ACQUISITION OF 40% INTEREST IN KENMURE LIMITED
AND RESUMPTION OF TRADING

The directors of the Company announce that e-Media (Asia), a wholly owned
subsidiary of the Company, after trading hours on 21 January 2008, entered into (i)
the Apex Agreement with Apex and (ii) the Kosin Agreement with Kosin
respectively to acquire from Apex and Kosin 30% and 10% of the shareholding in
Kenmure respectively.
Kenmure is a subsidiary of the Group in which e-Media (Asia) holds a 60%
shareholding. The balance of the shareholding is held as to 30% by Apex and 10%
by Kosin.
Completion of the Apex Acquisition and the Kosin Acquisition is not
inter-conditional. Upon completion of both the Apex Agreement and the Kosin
Agreement, Kenmure will become an indirect wholly-owned subsidiary of the
Company.
Apex, by virtue of it being a 30% shareholder of Kenmure, is a connected person
of the Company and the Apex Agreement is therefore a connected transaction
under Chapter 14A of the Listing Rules which is subject to the approval of the
Independent Shareholders.
Kosin, by virtue of it being a 10% shareholder of Kenmure, is a connected person
of the Company and the Kosin Agreement is therefore a connected transaction
under Chapter 14A of the Listing Rules which is subject to the approval of the
Independent Shareholders.
28020092 (ENM) 3rd Proof 22/1/2008 10:10 p.m. (user: hcw)
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The Apex Agreement and the Kosin Agreement (in aggregate) constitute a major
transaction under Chapter 14 of the Listing Rules.
A circular setting out details of the Share Purchase Agreements, the
recommendation of the independent board committee of the Company on the Share
Purchase Agreements, a letter of advice from the independent financial adviser on
the terms of the Share Purchase Agreements together with the notice convening the
EGM will be sent to the shareholders of the Company as soon as practicable.
Trading in the Shares on the Stock Exchange was suspended at the request of the
Company with effect from 9:30 a.m. on 22 January 2008 pending the release of this
announcement. Application has been made by the Company for the resumption of
trading in its Shares with effect from 9:30 a.m. on 23 January 2008.
The Share Purchase Agreements
Date:
21 January 2008
Parties:
Vendors: (1) In respect of the Apex Acquisition:
Apex, a company incorporated in the British Virgin Islands. To
the best of the Directors’ knowledge, information and belief
having made all reasonable enquiries, Apex is an investment
holding company.
(2) In respect of the Kosin Acquisition:
Kosin, a company incorporated in Republic of Liberia. To the best
of the Directors’ knowledge, information and belief having made
all reasonable enquiries, Kosin is an investment holding company.
To the best of the Directors’ knowledge, information and belief having
made all reasonable enquiries, as at the date of this announcement,
neither Apex, Kosin nor any of their respective associates has any
shareholding interest in the Company.
Purchaser: e-Media (Asia), a wholly owned subsidiary of the Company.
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There was no previous transaction(s) between the Company, the Purchaser and each
of the Vendors which may require aggregation under Rule 14A.25 of the Listing
Rules.
Assets to be acquired
In respect of the Apex Acquisition:
Pursuant to the Apex Agreement, Apex agrees to sell and e-Media (Asia) agrees to
purchase 16,500,000 shares of, representing 30% of the shareholding in, Kenmure.
In respect of the Kosin Acquisition:
Pursuant to the Kosin Agreement, Kosin agrees to sell and e-Media (Asia) agrees to
purchase 5,500,000 shares of, representing 10% of the shareholding in, Kenmure.
Consideration
In respect of the Apex Acquisition:
The Apex Consideration shall be HK$16,500,000 which is payable in cash in the
following manner:
(i) a deposit of HK$1,650,000, being 10% of the Apex Consideration, has been paid
by e-Media (Asia) to Apex’s solicitors as escrow agent upon signing of the Apex
Agreement; and
(ii) HK$14,850,000, being the balance of the Apex Consideration, shall be paid to
Apex upon Completion.
In respect of the Kosin Acquisition:
The Kosin Consideration shall be HK$5,500,000 which is payable in cash in the
following manner:
(i) a deposit of HK$550,000, being 10% of the Kosin Consideration, has been paid
by e-Media (Asia) to Kosin’s solicitors as escrow agent upon signing of the
Kosin Agreement; and
(ii) HK$4,950,000, being the balance of the Kosin Consideration, shall be paid to
Kosin upon Completion.
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If e-Media (Asia) defaults in completion of a Share Purchase Agreement, the relevant
deposit and all interests accrued thereon will be liable to be forfeited by Apex, or as
the case may be, Kosin. On the other hand, if Apex or Kosin shall default in
completion of the relevant Share Purchase Agreement, e-Media (Asia) shall have the
option to require specific performance or to rescind the relevant Share Purchase
Agreement in which event the relevant deposit and all interests accrued thereon shall
be refunded to e-Media (Asia) and without prejudice to its right to claim further
damages against the defaulting party.
Both the Apex Consideration and the Kosin Consideration were agreed between the
respective parties based on arm’s length negotiations and by reference to the audited
net asset value of Kenmure of HK$90,106,000 as at 31 December 2006 and the
unaudited net asset value of Kenmure of HK$85,257,000 as at 30 June 2007 prepared
in accordance with Hong Kong Financial Reporting Standards issued by the Hong
Kong Institute of Certified Public Accountants and the Hong Kong Companies
Ordinance.
Both the Apex Consideration and the Kosin Consideration will be paid out of the
internal resources of the Group.
Conditions of the Share Purchase Agreements
Each of the Share Purchase Agreements is conditional upon, inter alia:
(i) the delivery by vendor to e-Media (Asia) of a legal opinion issued by a law firm
of its place of incorporation acceptable to e-Media (Asia) confirming that (i) it
has been duly incorporated and is in good standing; and (ii) the Share Purchase
Agreement has been duly executed by the vendor and is valid, binding and
enforceable against it in accordance with the terms thereof, such legal opinion
to be in form and substance to the satisfaction of e-Media (Asia);
(ii) approval by the shareholders (or independent shareholders, if required) of the
Company of the acquisition of the Apex Shares and the Kosin Shares by e-Media
(Asia) and all other transactions contemplated under the respective Share
Purchase Agreements, (if required) at a general meeting of the Company, in
compliance with the requirements of the Listing Rules; and
(iii) the compliance of any other requirements under the Listing Rules or otherwise
of the Stock Exchange or other regulatory authorities which requires compliance
at any time prior to Completion in relation to the transactions contemplated
under the respective Share Purchase Agreements.
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e-Media (Asia) may at its absolute discretion waive in writing the condition (i)
mentioned above. If any of the above conditions (i) to (iii) shall not have been
fulfilled in full (or, where applicable, waived by e-Media (Asia) in writing) on or
before the Long Stop Date, then the rights and obligations of the parties under the
relevant Share Purchase Agreements shall lapse and be of no further effect except for
antecedent breach and the deposits paid and all interests accrued thereon shall be
refunded to e-Media (Asia). As at the date of this announcement, none of the above
conditions has been fulfilled.
Kenmure
Kenmure is a company incorporated in Hong Kong and a subsidiary of the Group in
which e-Media (Asia) holds a 60% shareholding and Kenmure’s accounts have
already been consolidated into the Company’s accounts. The balance of the
shareholding is held as to 30% by Apex and 10% by Kosin.
Kenmure is an investment holding company, holding the entire issued share capital
of The Swank Shop Limited and Christabel Trading Co. Limited, which carry out the
business of the retail and wholesale of fashion wear and accessories.
The audited results of Kenmure for the two years ended 31 December 2005 and 31
December 2006 and its net asset value as at 31 December 2005 and 31 December
2006, were as follows:
Year ended
31 Dec 2005
Year ended
31 Dec 2006
HK$ HK$
Net Profit/(Loss) 10,184,000 (11,589,000)
As at
31 Dec 2005
As at
31 Dec 2006
HK$ HK$
Net assets value 100,018,000 90,106,000
Reasons and benefits of the transactions
The principal activities of the Company are investment holding and securities
trading. The principal activities of its subsidiaries comprise the wholesale and retail
of fashion wear and accessories, telecommunications operations, resort and
recreational club operations, investment holding and securities trading.
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The Company currently holds 60% of Kenmure. Upon completion, the Company will
hold 100% of Kenmure and the Kenmure’s accounts will be fully consolidated into
the Company’s accounts. This will facilitate business strategies and further
capitalisation of Kenmure if and when required.
The Directors (other than the independent non-executive Directors) are of the view
that the terms of the Share Purchase Agreements are on normal commercial terms,
fair and reasonable and in the interest of the Company and the Shareholders as a
whole. The independent non-executive Directors will form a view on the Share
Purchase Agreements once they receive the advice from the independent financial
advisor.
Completion of the Apex Acquisition and the Kosin Acquisition is not
inter-conditional with each other. Upon completion of both the Apex Agreement and
the Kosin Agreement, Kenmure will become an indirect wholly-owned subsidiary of
the Company.
Information on the Company
The principal activities of the Company are investment holding and securities
trading. The principal activities of its subsidiaries comprise the wholesale and retail
of fashion wear and accessories, telecommunications operations, resort and
recreational club operations, investment holding and securities trading.
General
Apex, by virtue of it being a 30% shareholder of Kenmure, is a connected person of
the Company and the Apex Agreement is therefore a connected transaction under
Chapter 14A of the Listing Rules which is subject to the approval of the Independent
Shareholders.
Kosin, by virtue of it being a 10% shareholder of Kenmure, is a connected person of
the Company and the Kosin Agreement is therefore a connected transaction under
Chapter 14A of the Listing Rules which is subject to the approval of the Independent
Shareholders.
The Apex Agreement and the Kosin Agreement (in aggregate) constitute a major
transaction under Chapter 14 of the Listing Rules.
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An independent board committee consisting of all the independent non-executive
directors of the Company has been formed to advise the Independent Shareholders in
respect of the Share Purchase Agreements. An independent financial adviser will be
appointed to advise the independent board committee and the Independent
Shareholders in respect of the terms of the Share Purchase Agreements.
A circular of the Company, which will include, among other things, details of the
Share Purchase Agreements, the recommendation of the independent board
committee on the Share Purchase Agreements and a letter of advice from an
independent financial adviser on the terms of the Share Purchase Agreements,
together with the notice convening the EGM, will be despatched to the Shareholders
as soon as practicable.
Suspension and resumption of trading in the Shares
Trading in the Shares on the Stock Exchange was suspended at the request of the
Company with effect on 22 January 2008 pending release of this announcement.
Application has been made by the Company for the resumption of trading in the
Shares with effect from 9:30 a.m. on 23 January 2008.
DEFINITIONS

“Apex” Apex Ocean Investments Limited, a company
incorporated in the British Virgin Islands, which holds
30% of the issued share capital of Kenmure
“Apex Agreement” the Share Purchase Agreement entered into between Apex
and e-Media (Asia) dated 21 January 2008
“Apex Acquisition” the proposed acquisition of the Apex Shares
“Apex Consideration” the consideration payable by e-Media (Asia) for the
purchase of Apex Shares
“Apex Shares” 16,500,000 shares in Kenmure, representing 30% of the
entire issued share capital of Kenmure
“associate(s)” has the meaning ascribed to it in the Listing Rules
“Company” or“ENM
Holdings”
ENM Holdings Limited, a company incorporated in Hong
Kong with limited liability, the issued shares of which are
listed on the Stock Exchange
“Directors” directors of the Company
“Board” the board of Directors
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“e-Media (Asia)” e-Media (Asia) Limited, a company incorporated in the
Cayman Islands, a wholly owned subsidiary of the
Company
“Kosin” Kosin Limited, a company incorporated in Republic of
Liberia, which holds 10% of the issued share capital of
Kenmure
“Kosin Agreement” the Share Purchase Agreement entered into between
Kosin and e-Media (Asia) dated 21 January 2008
“Kosin Acquisition” the proposed acquisition of the Kosin Shares
“Kosin Consideration” the consideration payable by e-Media (Asia) for the
purchase of the Kosin Shares
“Kosin Shares” 5,500,000 shares in Kenmure, representing 10% of the
entire issued share capital of Kenmure
“Completion” completion of the Share Purchase Agreement(s)
“Kenmure” Kenmure Limited, a company incorporated in Hong Kong
with limited liability, a 60% held subsidiary of the Group
“Group” ENM Holdings Limited and its subsidiaries
“Independent
Shareholders”
Shareholders of ENM Holdings Limited other than Apex
and Kosin and their associates
“Listing Rules” the Rules Governing the Listing of Securities on the
Stock Exchange
“Long Stop Date” the date falling 4 months after the date of the respective
Share Purchase Agreement or such other date as the
parties to the relevant Share Purchase Agreement may
agree in writing
“EGM” an extraordinary general meeting of the Company to be
convened, to consider and, if thought fit, approve by the
shareholders (or when required, the Independent
Shareholders) of the Company, the Share Purchase
Agreements
“Share(s)” share(s) of HK$0.01 each in the issued share capital of
the Company
“Shareholder(s)” holders of the Shares
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“Share Purchase
Agreements”
the share transfer agreements entered into (1) between
Apex and e-Media (Asia) dated 21 January 2008 relating
to the sale and purchase of the Apex Shares, and (2)
between Kosin and e-Media (Asia) dated 21 January 2008
relating to the sale and purchase of the Kosin Shares and
“Share Purchase Agreement” shall mean either one of
them
“Stock Exchange” Joseph Wing Kong LEUNG (Chairman)
Mr. James C. NG (Chief Executive Officer)
Mr. Derek Wai Choi LEUNG
Mr. Wing Tung YEUNG
Non-executive director:
Mr. Raymond Wai Pun LAU
Independent non-executive directors:
Dr. Cecil Sze Tsung CHAO
Dr. Jen CHEN
Mr. Ian Grant ROBINSON
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