We attach herewith the announcement made to The Stock Exchange of Hong Kong Limited ("The HKEx") on 29 July 2020 by Parkson Retail Group Limited ("PRGL"), a 54.97% owned subsidiary of Parkson Holdings Berhad ("PHB" or the "Company") listed on The HKEx, in respect of the connected transaction on the acquisition of the remaining 30% equity interest in Parkson Credit Sdn Bhd ("Parkson Credit") ("PRGL Announcement").
On 29 July 2020, PRGL had announced that Oroleon (Hong Kong) Limited ("Oroleon"), a wholly-owned subsidiary of PRGL, had on even date, entered into an agreement with Parkson Credit Holdings Sdn Bhd ("Parkson Credit Holdings"), a wholly-owned subsidiary of the Company, for the acquisition by Oroleon from Parkson Credit Holdings of the remaining 30% equity interest comprising 9,000,000 ordinary shares in the capital of Parkson Credit ("Sale Shares") at a cash consideration of RM26 million ("Acquisition"). Upon the completion of the Acquisition, Parkson Credit will become a wholly-owned subsidiary of PRGL and remain a subsidiary of the Company.
In addition to the PRGL Announcement, the Company wishes to further announce the following in relation thereto:
(1) The effects on PHB arising from the proposed disposal by Parkson Credit Holdings of the remaining 30% equity interest comprising the Sale Shares to Oroleon ("Proposed Disposal") are as follows:
(a) Share capital and substantial shareholders' shareholdings
The Proposed Disposal will not have any effect on the issued share capital and the substantial shareholders' shareholdings in PHB as the Proposed Disposal does not involve the issuance of new ordinary shares by PHB.
(b) Earnings and earnings per share
The Proposed Disposal is not expected to result in any gain or loss being recognised in the statement of profit or loss of the PHB Group, as Parkson Credit will remain a subsidiary of PHB through PHB's equity interest in PRGL upon completion of the Proposed Disposal.
PHB's effective equity interest in Parkson Credit will be diluted from 68.48% to 54.97%, resulting in a lower future earnings contribution from Parkson Credit to the PHB Group.
(c) Net assets ("NA"), NA per share and gearing
On a proforma basis, the Proposed Disposal is not expected to have a material impact on the NA and NA per share, and the gearing of the PHB Group based on the audited consolidated statement of financial position of PHB as at 30 June 2019.
(2) The highest percentage ratio of PHB for the Proposed Disposal
The highest percentage ratio applicable to the Proposed Disposal is 1.27% based on the audited consolidated financial statements of PHB for the financial year ended 30 June 2019.
(3) Directors' and major shareholders' interests
Pursuant to Paragraph 10.08 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the Proposed Disposal is not regarded as a related party transaction as the interests of the Directors and major shareholders stated hereinafter are less than 10% in PRGL other than via PHB.
For the purpose of disclosures, the interests of the Directors and/or major shareholders of PHB and persons connected with them are as follows:
(a) Y. Bhg. Tan Sri Cheng Heng Jem ("TSWC"), the Chairman, Managing Director and a major shareholder of PHB, is also the Chairman, Executive Director and a substantial shareholder of PRGL by virture of his interests held via PHB. TSWC is the father of Ms Juliana Cheng San San, an Executive Director of PRGL;
(b) Ms Cheng Hui Yen, Natalie, the daughter of TSWC, is the Executive Director of PHB and the sister of Ms Juliana Cheng San San;
(c) Mr Ooi Kim Lai is an employee of a subsidiary of a company in which TSWC is a major shareholder and is therefore deemed to be a person connected with TSWC; and
(d) Apart from interest held via PHB, TSWC and persons connected with him do not have any other equity interest in PRGL except for Y.Bhg. Puan Sri Chan Chau Ha @ Chan Chow Har, the wife of TSWC, who has direct interest of approximately 0.04% in PHB. She is also a substantial shareholder of PRGL and is deemed to be interested in the shares of PRGL in which TSWC is deemed to be interested in for purposes of the Securities and Futures Ordinance of Hong Kong.
Save as disclosed above, none of the other Directors of PHB has any interest in PRGL.