Entry into Share Acquisition Agreement
Further to the Company’s announcement on 17 February 2007, GuocoLand Limited (“GLL”) wishes to announce that its wholly-owned subsidiary, GuocoLand (China) Limited (“GLC”), has today signed a conditional share acquisition agreement (“Share Acquisition Agreement”) with Beijing Beida Jade Bird Company Limited and its related corporations (“Vendors”) to acquire a 90% stake in Beijing Cheng Jian Dong Hua Real Estate Development Company Limited (“Beijing Cheng Jian Project Co”) (the “Proposed Acquisition”).
Dongzhimen Site and the Project
Beijing Cheng Jian Project Co owns the land use and development rights to a prime land parcel of 106,000 square metres with gross floor area of approximately 600,000 square metres located along the main thoroughfare of Dongzhimen Road on the East Second Ring Road in the Dong Cheng District of Beijing City (“Dongzhimen Site”). The Dongzhimen Site is currently being developed into an integrated retail, hotel, office, residential and transportation terminal hub comprising two metro stations, a bus interchange and an express rail link with flight check-in services giving a quick 15-minute access to the Beijing International Airport. The term of the land use rights is 40 years for commercial land, 50 years for office land and 70 years for residential land.
Beijing Cheng Jian Project Co is incorporated in the People’s Republic of China and has a registered capital of Rmb50 million.
Purchase Consideration and Salient Terms of the Proposed Acquisition
The purchase consideration for the Proposed Acquisition is Rmb5.8 billion (US$750 million) for 90% of Beijing Cheng Jian Project Co.
The purchase consideration was agreed upon on a willing buyer and willing seller basis after taking into account a market valuation of Rmb6.49 billion as at 31 December 2006 by M/s Savills Valuation and Professional Services Limited for the Dongzhimen Site and the works thereon.
The purchase consideration is inclusive of a sum of Rmb500 million (US$64.6 million) for the transfer of 100% of Hainan Jing Hao Asset Limited (“Hainan Co”) to GLC. Hainan Co, which is incorporated in the People’s Republic of China, holds a 31.5% stake in Beijing Cheng Jian Project Co.
The balance purchase consideration is payable in tranches upon the satisfaction of the conditions set forth in the Share Acquisition Agreement which include, inter alia, shareholder, board and other requisite government approvals for the Vendors to transfer a further 58.5% interest in Beijing Cheng Jian Project Co to GLC and/or its nominees. Following the completion of such transfer, GLC will hold an aggregate interest of 90% in Beijing Cheng Jian Project Co which will become a downstream subsidiary of GLL upon the issuance of a new business licence by the State Administration for Industry and Commerce. The remaining 10% shareholder of Beijing Cheng Jian Project Co is The Beijing City Dong Cheng District Residential Development Centre.
The total development cost of the Dongzhimen Site including acquisition cost, is estimated at Rmb10.0 billion (US$1.3 billion).
Rationale
The Proposed Acquisition is in line with GLL’s strategy to build scalability in its property development, investment and management activities in China which are currently in the major cities of Beijing, Shanghai, Nanjing and Tianjin. Together with this Proposed Acquisition, GLL’s landbank in China comprises total gross floor area of approximately 2 million square metres.
Financial Effects
The Company is currently reviewing its requirements for funding of the project. The financial effects of the Proposed Acquisition on the earnings per share or net tangible assets per share of the GLL Group will depend on the Company’s funding requirements which will be announced in due course.
Interests of Directors and Substantial Shareholders
None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Proposed Acquisition.
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