2010-12-27

The Board of Trinity Limited is pleased to announce that the Purchaser, a wholly-owned subsidiary of the Company and the Company (as guarantor) have entered into the Sale and Purchase Agreement, pursuant to which the Purchaser will acquire 100% interest in Cerruti Holdings for a total cash consideration of not exceeding Euro 52,575,000 (approximately HK$538,894,000).

To the best of knowledge, information and belief of the Directors, having made all reasonable enquiries, the Seller and its ultimate beneficial owners are third parties independent of the Company and any connected persons (as defined in the Listing Rules) of the Company.

Assets to be acquired
Pursuant to the Sale and Purchase Agreement, the Purchaser has agreed to acquire, and the Seller has agreed to sell, 100% of the share capital of Cerruti Holdings and the Shareholder Loans that will remain outstanding as at the date of Completion.

Consideration
The Consideration payable by the Purchaser for the Acquisition in an aggregate amount of not exceeding Euro 52,575,000 (approximately HK$538,894,000) comprises:

(a) the Down Payment in the amount of Euro 15 million (approximately HK$154 million), which was paid by the Purchaser to the Seller upon signing of the Sale and Purchase Agreement;
(b) the non-refundable break up costs in the aggregate amount of (i) an amount of Euro 185,000 (approximately HK$1,896,000), which was paid by the Purchaser to the Seller upon signing of the Sale and Purchase Agreement; and (ii) an additional amount of Euro 640,000 (approximately HK$6,560,000), which shall be paid by the Purchaser to the Seller by no later than 5 Business Days following the Purchaser being notified of the satisfaction of the Settlement Condition (as defined in the paragraph headed “Conditions and Completion” below);
(c) such amount that equals to the aggregate net amount standing to the credit of the bank accounts of the Cerruti Group (other than those pledged accounts) as at the date of Completion less Euro 100,000 (approximately HK$1,025,000), subject to a maximum of Euro 750,000 (approximately HK$7,688,000), which shall be paid by the Purchaser to the Seller by no later than 3 Business Days after the date of Completion;
(d) the Buyer Settlement Payment (as defined in the paragraph headed “Conditions and Completion” below) in the amount of not exceeding Euro 15 million (approximately HK$154 million), if any; and
(e) the balance payment to be made by the Purchaser to the Seller at Completion in the amount of Euro 36 million (approximately HK$369 million) less the Buyer Settlement Payment (if any).

The Consideration was negotiated on an arm’s length basis between the parties of the Sale and Purchase Agreement and based upon various factors including the future earning potentials of other comparable transactions in the market.

The Consideration will be financed by the proceeds from the Company’s initial public offering and the Group’s internal resources (including available banking facilities).

Conditions and Completion

Completion is subject to the satisfaction of the following Conditions:-

(a) settlement of all existing claims with regard to the shares of Cerruti 1881 Co and the trademarks owned by Cerruti 1881 Co (including the release of all existing charges) (the “Settlement Condition”); and
(b) completion of the disposal of Toga Pt Lux SARL such that the share capital of the Excluded Entities is no longer held by the Cerruti Group and that all indebtedness of Toga Pt Lux SARL to the Cerruti Group shall have been repaid, waived or cancelled (the “Carve-Out Condition”).

The Seller is entitled to use the Down Payment for the purpose of satisfying the Settlement Condition. Within 40 days of the date of the Sale and Purchase Agreement, if the Settlement Condition has not been satisfied, the Purchaser shall be entitled to undertake and finance any steps and actions as are necessary to procure the satisfaction of the Settlement Condition up to Euro 15 million (approximately HK$154 million) (the “Buyer Settlement Payment”).

If the Settlement Condition has not been satisfied on or before the date falling 55 days after the date of the Sale and Purchase Agreement (or such later date as the Seller and the Purchase may agree in writing), the Down Payment will be refunded to the Purchaser and the Sale and Purchase Agreement shall terminate as of right.

If the Carve-Out Condition has not been satisfied by the Seller within 100 days of the date of the Sale and Purchase Agreement, the Purchaser is entitled to waive, or oblige the Seller to procure by no later than the date of Completion, satisfaction of the Carve-Out Condition and if the Purchaser does not exercise such right, the Sale and Purchase Agreement shall terminate as of right.

Completion shall take place on a date to be agreed between the Purchaser and the Seller, which shall not be earlier than 12 January 2011, and as soon as reasonably practicable following (i) satisfaction of the Settlement Condition; and (ii) satisfaction or waiver of the Carve-Out Condition, or at such other time as may be agreed between the Seller and the Purchaser, which shall not be later than 100 days after the date of the Sale and Purchase Agreement.

If Completion has not occurred within 100 days of the date of the Sale and Purchase Agreement, and subject to satisfaction of the Settlement Condition and the satisfaction or waiver of the Carve-Out Condition, the Seller and the Purchaser shall be entitled to seek relief from the Paris Tribunal de Commerce through specific performance of the other party’s obligations under the Sale and Purchase Agreement.

 

source: www.fiber2fashion.com