Connected and Share Transaction and Proposed Application For a Whitewash WaiverConditional Sale and Purchase Agreement • March 1st, 2012
A conditional sale and purchase agreement was entered into on 17th May, 2000 between the Company and Mr. Li under which the Company has agreed to acquire or procure the acquisition from Mr. Li of his entire interest in Equisite Taste and the Shareholder's Loan for a total consideration of about HK$1,484 million to be satisfied in full by the issue and allotment of the Consideration Shares to Mr. Li (or as he may direct), subject to the Completion Adjustment. The Consideration Shares will be allotted and issued at a price equivalent to the higher of the average closing price of the Shares over the immediately preceding five trading days prior to the date of the EGM and the closing price of the Shares as quoted on the Stock Exchange on the date of the Acquisition Agreement. Equisite Taste's principal asset is its holding of 52% of the issued share capital of Japura Pte Ltd, which in turn holds 100% of the issued share capital of Japura Development as described below.