If you are in any doubt as to any aspect about this circular or as to the action to be taken, you
should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your shares in Oriental Press Group Limited, you should at once
hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent
through whom the sale or transfer was effected for transmission to the purchaser or transferee.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 18)
DISCLOSEABLE TRANSACTION
DISPOSAL OF PROPERTY INTEREST
4 February 2008
- - | ||
| CONTENTS | ||
| Definitions | 1 | |
| Letter from the Board | 3 | |
| 1 | Introducton | 3 |
| 2 | The Provsonal Agreement | 4 |
| 3 | Reasons for and benefts of the Dsposal | 5 |
| 4 | Fnancal effects of the Dsposal | 5 |
| 5 | Addtonal nformaton | 6 |
| Appendix – General information | 7 |
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Definitions
In this circular, unless the context otherwise requires, the following expressions have the
following meanings:
“Agreement” the legally binding provisional agreement for sale and purchase
dated January 2008 entered into between the Vendor and the
Purchaser in relation to the sale and purchase of the Property
“associate(s)” has the meaning ascribed thereto in the Listing Rules
“associated corporation(s)” has the meaning ascribed thereto under Part XV of the SFO
“Board” the board of Directors
“Company” Oriental Press Group Limited, a company incorporated in Hong
Kong with limited liability, the shares of which are listed on the
main board of the Stock Exchange
“Completion” completion of the sale and purchase of the Property
“connected person(s)” has the meaning ascribed thereto in the Listing Rules
“Director(s)” the director(s) of the Company
“Disposal” the disposal of the Property
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the People’s
Republic of China
“Latest Practicable Date” February 2008, being the latest practicable date prior to the
printing of this circular for the purpose of ascertaining certain
information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange
“Property” the parcel of land situated at Kowloon Bay and registered in the
Land Registry as New Kowloon Inland Lot No. 5948 together
with the -storey industrial building erected thereon now known
as Oriental News Building, No. 7 Wang Tai Road, Kowloon Bay,
Kowloon, Hong Kong
“Purchaser” Blooming World Investment Limited, a company incorporated
in Hong Kong with limited liability
- 2 -
Definitions
“SFO” the Securities and Futures Ordinance (Chapter 57 of the Laws
of Hong Kong)
“Share(s)” ordinary share(s) of HK$0.25 each in the capital of the
Company
“Shareholder(s)” shareholder(s) of the Company
“Stock Exchange”
- -
Letter from the Board
(Incorporated in Hong Kong with limited liability)
(Stock Code: 18)
Directors: Registered office:
Ching-fat MA, BBS, Chairman Oriental Press Centre
Ching-choi MA, Vice-Chairman 2 Dai Cheong Street
Shun-chuen LAM, Chief Executive Officer Tai Po Industrial Estate
^ Dominic LAI Hong Kong
# Yau-nam CHAM
# Ping-wing PAO, JP
# Yat-fai LAM
Executive Director
^ Non-executive Director
# Independent non-executive Director
4 February 2008
To the Shareholders
Dear Sir or Madam,
dISCLoSeaBLe traNSaCtIoN
dISPoSaL of ProPertY INtereSt
1. INtrodUCtIoN
The Board announced on 14 January 2008 that the Vendor entered into the Agreement with the
Purchaser on 11 January 2008, pursuant to which the Vendor had agreed to sell, and the Purchaser
had agreed to purchase, the Property for a cash consideration of HK$525 million.
The Disposal constitutes a discloseable transaction for the Company under Rule 14.06 of the
Listing Rules. The main purpose of this circular is to provide you with further particulars of the
Disposal.
- 4 -
Letter from the Board
2. the ProVISIoNaL aGreemeNt
date:
11 January 2008
Parties:
1. Oriental Press Centre Limited, a wholly-owned subsidiary of the Company, being the
Vendor.
2. Blooming World Investment Limited, a limited liability company incorporated in Hong
Kong, being the Purchaser. To the best of the knowledge of the Directors, after making
all reasonable enquiries, the principal business activity of the Purchaser is property
holding.
To the best of the knowledge, information and belief of the Directors, after making all
reasonable enquiries, the Purchaser and its ultimate beneficial owners are third parties independent
of the Company and connected persons of the Company.
asset to be disposed of:
All that piece or parcel of land situated at Kowloon Bay and registered in the Land Registry
as New Kowloon Inland Lot No. 5948 together with the 11-storey industrial building and ancillary
car parking facilities erected thereon. The Property occupies a site area of approximately ,584
square feet and a gross floor area of approximately 11,704 square feet (according to an independent
valuation report recently obtained by the Company which has excluded the car parking spaces for
the purpose of such calculation).
Consideration:
The consideration payable by the Purchaser to the Vendor for the acquisition of the Property
is HK$525 million. An initial deposit of HK$26.25 million was paid by the Purchaser to the Vendor
upon signing of the Agreement and a further deposit of HK$26.25 million was paid by the Purchaser
to the Vendor on 18 January 2008. The remaining balance of HK$472.5 million will be paid by the
Purchaser to the Vendor upon Completion. It is estimated that the net sale proceeds arising from the
Disposal (after deducting the legal and other related expenses) will be approximately HK$524 million
and the Company intends to apply the entire sale proceeds for the Group’s general working capital.
The Property was valued at approximately HK$480 million as at 1 March 2007 by an independent
property valuer appointed by the Company. Based on such valuation and taking into account the
recent growth of the Hong Kong property market, the management of the Company is of the view
that the prevailing market value of the Property should reflect a moderate increase of about 10% of
its revaluation on 1 March 2007. HK$525 million is the final price mutually agreed by both parties
after arm’s length negotiations.
- 5 -
Letter from the Board
Completion:
Subject to the Vendor proving good title to the Property in accordance with the Conveyancing
and Property Ordinance (Chapter 219 of the Laws of Hong Kong), Completion shall take place on or
before 0 April 2008. The Property will be sold subject to existing tenancies.
other material terms:
Pursuant to the Agreement, the parties had agreed to explore the possibility of the Purchaser
purchasing the Vendor instead of the Property and such negotiation is underway, although no legally
binding agreement has been entered into as of the Latest Practicable Date. In the event that the
Purchaser group chooses to take up the Vendor instead of the Property, the Vendor will cease to be
a subsidiary of the Company and further announcement will be made by the Company in that event.
The Directors confirm that the Vendor has no material assets other than the Property.
3. reaSoNS for aNd BeNefItS of the dISPoSaL
The Group is primarily engaged in the publication of newspapers, and the Property, acquired
by the Group in 1982, had been used as the Group’s head office in the past. Following the completion
of the new Oriental Press Centre (which is situated in Tai Po Industrial Estate) in 2005, most of the
printing factories and administrative offices of the Group were relocated to this new complex. While
the Group had retained part of the Property for self-use, the other parts have been leased out for rental.
For the two financial years ended 1 March 2006 and 2007, the revenues attributable to the Property
were approximately HK$ million and HK$7 million respectively. After deducting the operating
expenses, losses in the amount of approximately HK$7 million and HK$40,000 were recorded for
the two financial years ended 1 March 2006 and 2007 respectively.
In view of the improved market condition in the property sector, the Directors consider that
the Company should take this opportunity to dispose of the Property. The Property carried a net book
value of approximately HK$1 million as at 1 March 2007. As a result of the Disposal, the Group
is expected to record an unaudited surplus of approximately HK$91 million in its accounts for the
year ending 1 March 2008, being the difference between the net sale proceeds and the carrying value
of the Property as at 1 March 2007. The Directors consider the terms of the Disposal to be fair and
reasonable and in the interest of the Company and the Shareholders as a whole.
4. fINaNCIaL effeCtS of the dISPoSaL
Following Completion, the Group’s non-current assets are expected to be reduced by HK$1
million and its working capital is expected to be increased by HK$524 million as compared with
the financial position of the Group as at 1 March 2007. The Directors expect that the Disposal will
bring about an unaudited surplus of approximately HK$91 million to the Group and confirm that it
will not have any impact on the liabilities of the Group.
- 6 -
Letter from the Board
5. addItIoNaL INformatIoN
Your attention is drawn to the general information set out in the Appendix to this circular.
Yours faithfully,
for and on behalf of the Board
Ching-fat ma
Chairman
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APPENDIX GENERALINFORMATION
1. RESPONSIBILITYSTATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose
of giving information with regard to the Company. The Directors collectively and individually accept
full responsibility for the accuracy of the information contained in this circular and confirm, having
made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts
the omission of which would make any statement herein misleading.
2. DISCLOSUREOFINTERESTS
(a) Directorsandchiefexecutive
As at the Latest Practicable Date, the interests of the Directors and chief executive of the
Company in the shares of the Company and its associated corporations which were required to
be notified to the Company and the Stock Exchange pursuant to Divisions and 8 of Part XV
of the SFO (including interests which they were taken or deemed to have under such provisions
of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register
referred to therein or were required, pursuant to the Model Code for Securities Transactions by
Directors of Listed Issuers of the Listing Rules, to be notified to the Company and the Stock
Exchange were as follows:
(i) InterestsintheCompany
Approximatepercentage
Capacityinwhichsuch Numberof ofexistingissuedshare
NameofDirector interestswereheld Shares capitaloftheCompany
Ching-fat MA Trustee of a 1,459,061,800
1
60.85%
discretionary trust
Ching-choi MA Beneficiary of a 1,459,061,800
1
60.85%
discretionary trust
Shun-chuen LAM Founder of a 1,459,061,800
1
60.85%
discretionary trust
- 8 -
APPENDIX GENERALINFORMATION
(ii) Interestsinassociatedcorporations
Approximate
percentageof
existingissued
Nameof Capacityin sharecapital
associated whichsuch Numberof oftheassociated
NameofDirector corporation interestswereheld shares corporations
Ching-fat MA Ma’s Holdings Trustee of a 200 100%
Limited (“Ma’s discretionary trust
Holdings”)
2
Wonderful Star Trustee of a 200 100%
Limited (“WSL”)
2
discretionary trust
Magicway Investment Trustee of a 100 100%
Limited (“MIL”)
2
discretionary trust
Ever Holdings Limited Trustee of a 100 100%
(“EHL”)
2
discretionary trust
Pacific Resort Holding Interest of 350,000 10%
Pty Limited controlled corporation
(“Pacific Holding”)
3
Ching-choi MA Ma’s Holdings
2
Beneficiary of a 200 100%
discretionary trust
WSL
2
Beneficiary of a 200 100%
discretionary trust
MIL
2
Beneficiary of a 100 100%
discretionary trust
EHL
2
Beneficiary of a 100 100%
discretionary trust
Shun-chuen LAM Ma’s Holdings
2
Founder of a 200 100%
discretionary trust
WSL
2
Founder of a 200 100%
discretionary trust
MIL
2
Founder of a 100 100%
discretionary trust
EHL
2
Founder of a 100 100%
discretionary trust
- 9 -
APPENDIX GENERALINFORMATION
Notes:
1. Such interests were held as to 84,281,880 Shares by EHL, 681,03,500 Shares by Tarbela
Company Limited (“Tarbela”), 360,328,020 Shares by Tarboca Company Limited (“Tarboca”) and
333,414,400 Shares by Sermost Limited (“Sermost”). Tarbela, Tarboca and Sermost are wholly-
owned subsidiaries of EHL and EHL is a wholly-owned subsidiary of MIL. MIL in turn is a
wholly-owned subsidiary of WSL and WSL is a wholly-owned subsidiary of Ma’s Holdings. Ma’s
Family Trust, a discretionary trust, is the sole beneficial owner of Ma’s Holdings. Mr. Ching-fat
MA, being the trustee of Ma’s Family Trust, Mr. Ching-choi MA, being a discretionary object
of Ma’s Family Trust, and Mr. Shun-chuen LAM, being the founder of Ma’s Family Trust, are
taken to be interested in the Shares held by the abovementioned companies.
2. EHL, MIL, WSL and Ma’s Holdings, all being entitled to control more than half of the voting power
at general meetings of the Company, are associated corporations of the Company. Ma’s Family
Trust, a discretionary trust, is the ultimate beneficial owner of these associated corporations. Mr.
Ching-fat MA, being the trustee of Ma’s Family Trust, Mr. Ching-choi MA, being a discretionary
object of Ma’s Family Trust, and Mr. Shun-chuen LAM, being the founder of Ma’s Family Trust,
are taken to be interested in the shares of these associated corporations.
3. Pacific Holding is a 90% indirectly owned subsidiary of the Company. The remaining 10%
of Pacific Holding is held by Pacific Resort Investment Pty Limited (“Pacific Investment”), a
company wholly-owned by Mr. Ching-fat MA. Mr. Ching-fat MA is thus taken to be interested
in the shares held by Pacific Investment in Pacific Holding which is an associated corporation
of the Company.
Save as disclosed above, as at the Latest Practicable Date, none of the Directors
or chief executive of the Company held any interests or short positions in the shares,
underlying shares or debentures of the Company or any of its associated corporations
which were required to be notified to the Company and the Stock Exchange pursuant to
Divisions and 8 of Part XV of the SFO (including interests and short positions which
they were taken or deemed to have under such provisions of the SFO) or were required,
pursuant to section 352 of the SFO, to be entered in the register referred to therein or were
required, pursuant to the Model Code for Securities Transactions by Directors of Listed
Issuers of the Listing Rules, to be notified to the Company and the Stock Exchange.
(b) Substantialshareholders
As at the Latest Practicable Date, according to the register of interests kept by the
Company under section 336 of the SFO and so far as was known to the Directors and chief
executive of the Company, the following persons (other than a Director or chief executive of
the Company) had an interest in the Shares which would fall to be disclosed to the Company
under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were, directly or
indirectly, interested in 10% or more of the nominal value of any class of share capital carrying
rights to vote in all circumstances at general meetings of any other member of the Group or in
any option in respect of such capital:
- 10 -
APPENDIX GENERALINFORMATION
(i) InterestsintheCompany
Approximatepercentage
Capacityinwhichsuch ofexistingissuedshare
NameofShareholder interestswereheld NumberofShares capitaloftheCompany
Ma’s Holdings
1
Interest of controlled corporation 1,459,061,800 60.85%
WSL
1
Interest of controlled corporation 1,459,061,800 60.85%
MIL
1
Interest of controlled corporation 1,459,061,800 60.85%
EHL
1
Beneficial owner and interest of 1,459,061,800 60.85%
controlled corporations
Tarbela
1
Beneficial owner 681,03,500 28.40%
Tarboca
1
Beneficial owner 360,328,020 15.03%
Sermost
1
Beneficial owner 333,414,400 13.90%
Mui-fong HUNG
2
Interest of spouse 1,459,061,800 60.85%
Maria Lai-chun CHAN
3
Interest of spouse 1,459,061,800 60.85%
Notes:
1. Mr. Ching-fat MA, a Director, is also the director of Ma’s Holdings, WSL, MIL, EHL, Tarbela,
Tarboca and Sermost.
2. Ms. Mui-fong HUNG, being the spouse of Mr. Ching-fat MA, is deemed to be interested in the
same parcel of Shares in which Mr. Ching-fat MA is taken to be interested.
3. Ms. Maria Lai-Chun CHAN, being the spouse of Mr. Ching-choi MA, is deemed to be interested
in the same parcel of Shares in which Mr. Ching-choi MA is taken to be interested.
(ii) InterestsinothermembersoftheGroup
Approximatepercentageofinterestsheld
Nameofthe
Nameofsubsidiary TheGroup Theothershareholder othershareholder
Pacific Holding 90.00% 10.00% Pacific Investment
According to the register of interests kept by the Company under section 336 of the
SFO and so far as was known to the Directors and chief executive of the Company, save
as disclosed above, there were no other persons (other than a Director or chief executive
of the Company) who, as at the Latest Practicable Date, had an interest or short position
in the Shares or underlying Shares which would fall to be disclosed to the Company
under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were, directly
or indirectly, interested in 10% or more of the nominal value of any class of share capital
carrying rights to vote in all circumstances at general meetings of any other member of
the Group or in any option in respect of such capital.
- 11 -
APPENDIX GENERALINFORMATION
3. LITIGATION
No member of the Group is engaged in any litigation or claims of material importance and no
litigation or claims of material importance is known to the Directors to be pending or threatened by
or against any member of the Group.
4. SERVICECONTRACTS
As at the Latest Practicable Date, none of the Directors had any existing or proposed service
contracts with the Company or any of its subsidiaries other than contracts expiring or determinable by
the Group within one year without payment of compensation (other than statutory compensation).
5. COMPETINGINTERESTS
As at the Latest Practicable Date, none of the Directors or their respective associates was
interested in any business which competes or is likely to compete, either directly or indirectly, with
the business of the Group.
6. MISCELLANEOUS
(a) The secretary and the qualified accountant of the Company is Mr. Chi-wing CHAN, who
is a Certified Public Accountant in Hong Kong and a Certified Practising Accountant in
Australia.
(b) The registered office of the Company is located at Oriental Press Centre, 23 Dai Cheong
Street, Tai Po Industrial Estate, Hong Kong.
(c) The share registrar and transfer office of the Company is Tricor Friendly Limited of 26/F,
Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.
(d) The English text of this circular shall prevail over the Chinese text in case of
inconsistency.
