Annual Report 2019
239 ANNUAL REPORT 2019 48. EVENTS AFTER THE REPORTING PERIOD (i) Outbreak of a respiratory illness caused by COVID-19 Since January 2020, the outbreak of respiratory illness caused by Novel Coronavirus, or known as the COVID-19, has spread globally. It is expected that the COVID-19 will have certain temporary financial impacts on the Group’s operation operated by the subsidiaries, associates and joint ventures of the Group in Mainland China and overseas countries. The degree of such impacts will depend on the effects of pandemic prevention and control, the duration of the pandemic and the implementation of prevention and control policies in various regions. The Group will closely monitor the development of COVID-19 and assess its impact on, among others, the Group’s operation and financial performance, and will closely monitor the Group’s exposure to the risks and uncertainties in connection with the pandemic. (ii) Exercise of put option issued to non-controlling equity holders of TCP On 23 February 2020, certain non-controlling equity holders of TCP (the “Sellers”) exercised put option as set out in note 35(b), pursuant to which the Sellers have the right to sell to, and require the Group to acquire all of the Sellers’ remaining equity interest of the TCP Group in total of 8,457,036 shares at a cash consideration. On 24 March 2020, the Group made advance partial payment amounting to US$64 million (equivalent to approximately HK$496 million) to the Sellers and the Sellers simultaneously completed the transfer of the shares to the Group, free and clear of any liens. Pursuant the shareholders’ agreement signed on 8 April 2020, the Group and the Sellers agreed that the remaining balance of the purchase price shall be payable by the Group to the Sellers by 20 April 2020. Up to the date these consolidated financial statements were authorised for issuance, this transaction has not yet been completed. (iii) Subscription of mandatory convertible bonds issued by, and provision of loan to, an associate On 25 November 2019, the Company entered into a memorandum of agreement with a third party who indirectly holds 51% of Terminal Link SAS, pursuant to which the Company proposes to subscribe for the mandatory convertible bonds (“Mandatory Convertible Bonds”) issued by, and to grant loan to, Terminal Link SAS for a total amount of US$468 million and US$500 million, respectively (equivalent to approximately HK$3,644 million and HK$3,894 million, respectively) to finance the proposed acquisition by Terminal Link SAS of interests in a portfolio of ten terminals owned by the third party and its affiliates (“Proposed Acquisition”). On 26 March 2020, the initial closing of the Proposed Acquisition with respect to eight of these target terminals was completed. The Group also completed the subscription of the corresponding amount of the Mandatory Convertible Bonds and advanced the corresponding amount of the loan in an aggregate amount of approximately US$815 million (equivalent to approximately HK$6,345 million). Details of the transaction are set out in the announcement of the Company dated 25 November 2019, 22 December 2019 and 26 March 2020. Up to the date these consolidated financial statements were authorised for issuance, the negotiations relating to the remaining two terminals included in the Proposed Acquisition have not been completed.
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