Global Brands Group Holding Limited - AASTOCKS.com

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Aug 1, 2017 - BCBG Business since the Announcement, the Company decided to ... consideration, the total consideration pa
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Global Brands Group Holding Limited (Incorporated in Bermuda with limited liability)

(Stock Code: 787)

Update on the Acquisition of Assets relating to the BCBG Brands Reference is made to the announcement dated 9 June 2017 (the “Announcement”) issued by the Board in relation to the acquisition of assets relating to the BCBG Brands. Terms used in this announcement shall have the same meanings as those defined in the Announcement unless otherwise specified. On 31 July 2017 (New York time), based on an updated assessment of the BCBG Business since the Announcement, the Company decided to assume additional BCBG retail store leases and acquire the inventory associated with those stores at concessionary rates (the “Further Acquisition”) for a consideration of US$4.2 million (approximately HK$33 million), payable in cash. When aggregated with the consideration payable under the Asset Purchase Agreement, together with an agreed adjustment to that consideration, the total consideration payable by the Company for assets relating to the BCBG Business amounts to US$27.4 million (approximately HK$214 million). The transactions pursuant to the Asset Purchase Agreement and the Further Acquisition received all necessary approvals, including US Bankruptcy Court approval, and were completed on 31 July 2017 (New York time). The Company has also entered into a license agreement with Marquee Brands LLC to use the intellectual property assets relating to the BCBG Brands in connection with its operation of the BCBG Business. For further information, including with respect to the reasons for and benefits of the acquisition of the BCBG Business related assets and the license agreement, please refer to the Announcement.

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Under Rule 14.23 of the Listing Rules, the Asset Purchase Agreement and the Further Acquisition must be aggregated. As one or more of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the Asset Purchase Agreement and the Further Acquisition when considered in aggregate exceeds 5%, but none of them exceeds 25%, the entering into the Asset Purchase Agreement and the Further Acquisition constitutes a discloseable transaction and is subject to the reporting and announcement requirements but is exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules. For illustration purposes in this announcement, the translation of US$ into HK$ is based on exchange rate of US$1.00 to HK$7.80. By order of the Board Global Brands Group Holding Limited William FUNG Kwok Lun Chairman Hong Kong, 1 August 2017 Websites: www.globalbrandsgroup.com www.irasia.com/listco/hk/gbg As at the date of this announcement, the Board comprises two Non-executive Directors, namely William Fung Kwok Lun (Chairman) and Hau Leung Lee, one Executive Director, namely Bruce Philip Rockowitz (Chief Executive Officer & Vice Chairman) and five Independent Non-executive Directors, namely Paul Edward Selway-Swift, Stephen Harry Long, Allan Zeman, Audrey Wang Lo and Ann Marie Scichili.

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