TIDMMTR
RNS Number : 5126I
MTR Corporation Ltd
12 March 2010
+----------------------------------------------------------------+-+
| 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. |
+------------------------------------------------------------------+
| |
| MTR CORPORATION LIMITED |
| ? ? ? ? ? ? ? ? |
| (the "Company") |
| (Incorporated in Hong Kong with limited liability) |
| (Stock code: 66) |
| KOWLOON INLAND LOT NO. 11126 |
| (SITE C, CANTON ROAD, KOWLOON) |
| and |
| KOWLOON INLAND LOT NO. 11129 |
| (SITE D, CANTON ROAD, KOWLOON) |
| |
| DISCLOSEABLE AND CONNECTED TRANSACTIONS |
| |
+------------------------------------------------------------------+
| On 12 March, 2010, the Company accepted offers from the | |
| Government to allow the Company to proceed with the proposed | |
| developments on KIL No. 11126 and KIL No. 11129 subject to the | |
| Company's acceptance of the Government's assessment of the | |
| Land Premiums (being (a) HK$4,958,820,000 and HK$1,000 in | |
| respect of the non-railway portion of KIL No. 11126 and the | |
| railway portion of KIL No. 11126 respectively and (b) | |
| HK$6,748,820,000 and HK$1,000 in respect of the non-railway | |
| portion of KIL No. 11129 and the railway portion of KIL No. | |
| 11129 respectively) and of the particulars and conditions of | |
| the Land Grants. The payment of the non-railway portion of the | |
| Land Premiums will be funded by both the Developer and the | |
| Company with approximately two-thirds (or HK$7,807,640,000) | |
| funded by the Developer and approximately one-third (or | |
| HK$3,900,000,000) funded by the Company. The payment of the | |
| railway portions of the Land Premiums will be funded by the | |
| Company. The offers were made by the Government on 1 | |
| February, 2010. As disclosed in the circular of the Company | |
| dated 3 September 2007, (a) KIL No. 11126 and KIL No. 11129 | |
| are specified potential development sites which the Government | |
| has undertaken (subject to payment of the Land Premiums and | |
| agreement of the particulars and conditions of the Land | |
| Grants) to grant to the Company by way of private treaty | |
| grants and (b) the Company shall be obliged to transfer the | |
| railway portions of KIL No. 11126 and KIL No. 11129 to KCRC. | |
| As the Government has indicated to the Company (a) that the | |
| offers to the Company in respect of KIL No. 11126 and KIL No. | |
| 11129 must be accepted together and (b) that the Government | |
| will treat the Land Grants as one package, the Company has | |
| therefore, in compliance with Rules 14.22 and 14A.25 of the | |
| Listing Rules, aggregated the Transactions and treated them as | |
| if they were one transaction for the purposes of Chapters 14 | |
| and 14A of the Listing Rules. | |
| The Transactions are therefore discloseable transactions under | |
| Chapter 14 of the Listing Rules and are subject to the | |
| requirement for the publication of an announcement in | |
| accordance with Rule 14.34 of the Listing Rules. | |
| As the Government is a controlling shareholder of the Company | |
| and therefore a connected person of the Company, the | |
| Transactions are also connected transactions for the Company | |
| under Rule 14A.13 of the Listing Rules. | |
| As disclosed in the announcement of the Company dated 13 | |
| January, 2005, the Stock Exchange has granted the Waiver to | |
| the Company from the requirements under Chapter 14A of the | |
| Listing Rules which would otherwise apply to connected | |
| transactions between the Company and the Government subject to | |
| the conditions described below under the heading "General". | |
| Had the Waiver not been granted, the Transactions would have | |
| been subject to the announcement, the reporting and the | |
| independent shareholders' approval requirements under Chapter | |
| 14A of the Listing Rules. | |
| This announcement is made in accordance with the conditions of | |
| the Waiver and Rule 14A.47 of the Listing Rules. Details of | |
| the Transactions will be disclosed in the next annual report | |
| of the Company in accordance with Rule 14A.45 of the Listing | |
| Rules. | |
+----------------------------------------------------------------+-+
+-+-------------------+-------------------+--------------------------+-+
| Acceptance of the Government's Offers and the Land Grants | |
+--------------------------------------------------------------------+-+
| On 12 March, 2010, the Company accepted offers from the Government | |
| to allow the Company to proceed with the proposed developments on | |
| KIL No. 11126 and KIL No. 11129 subject to the Company's | |
| acceptance of the Government's assessment of the Land Premiums | |
| (being (a) HK$4,958,820,000 and HK$1,000 in respect of the | |
| non-railway portion of KIL No. 11126 and the railway portion of | |
| KIL No. 11126 respectively and (b) HK$6,748,820,000 and HK$1,000 | |
| in respect of the non-railway portion of KIL No. 11129 and the | |
| railway portion of KIL No. 11129 respectively) and of the | |
| particulars and conditions of the Land Grants. The payment of the | |
| non-railway portion of the Land Premiums will be funded by both | |
| the Developer and the Company with approximately two-thirds (or | |
| HK$7,807,640,000) funded by the Developer and approximately | |
| one-third (or HK$3,900,000,000) funded by the Company. The | |
| payment of the railway portions of the Land Premiums will be | |
| funded by the Company. The offers were made by the Government on | |
| 1 February, 2010. | |
| Under the terms of the Government's offers, binding contracts | |
| between the parties arise when the Government receives the | |
| Company's acceptances. The Company delivered the acceptances to | |
| the Government on 12 March, 2010. The Land Grants, which will | |
| contain particulars and conditions of the land grant by private | |
| treaty of KIL No. 11126 and particulars and conditions of the land | |
| grant by private treaty of KIL No. 11129, are expected to be | |
| executed within three calendar months from that date. It is | |
| proposed that the developments in KIL No. 11126 and KIL No. 11129 | |
| will comprise residential accommodation with an aggregate total | |
| gross floor area of not more than 119,116 square metres. The | |
| Company is required to pay to the Government the Land Premiums. | |
| The non-railway portions of the Land Premiums of KIL No. 11126 and | |
| KIL No. 11129 have been assessed by the Government to be | |
| HK$4,958,820,000 and HK$6,748,820,000 respectively, in each case, | |
| (i) by reference to the full market value of KIL No. 11126 and KIL | |
| No. 11129 and (ii) ignoring the presence of the railway. The | |
| Company is required to pay (a) a deposit equal to 10% of the Land | |
| Premiums on 12 March, 2010 and (b) the remaining balance of the | |
| Land Premiums when the Land Grants are executed. | |
| As disclosed in the circular of the Company dated 3 September, | |
| 2007, (a) KIL No. 11126 and KIL No. 11129 are specified potential | |
| development sites which the Government has undertaken (subject to | |
| payment of the Land Premiums and agreement of the particulars and | |
| conditions of the Land Grants) to grant to the Company by way of a | |
| private treaty grants and (b) the Company shall be obliged to | |
| transfer the railway portions of KIL No. 11126 and KIL No. 11129 | |
| to KCRC. | |
| | |
+--------------------------------------------------------------------+-+
| Reasons for accepting the Government's offers | |
+--------------------------------------------------------------------+-+
| The Company has accepted the Government's offers and proposes to | |
| execute the Land Grants in order to be allowed to proceed with the | |
| proposed developments on KIL No. 11126 and KIL No. 11129. On the | |
| basis that the assessed Land Premiums in respect of the | |
| non-railway portions are considered to be in line with current | |
| market values, and having regard to all of the terms and | |
| conditions of the Government's offers, the Directors (including | |
| the independent non-executive Directors) believe that the terms of | |
| the Government's offers and the Land Grants are on normal | |
| commercial terms, fair and reasonable, in the interests of the | |
| Company and its shareholders as a whole and in the ordinary and | |
| usual course of the business of the Company. | |
| | |
+--------------------------------------------------------------------+-+
| General | |
+--------------------------------------------------------------------+-+
| This announcement is made in accordance with (a) Chapter 14 of the | |
| Listing Rules and (b) the conditions of the Waiver and Rule 14A.47 | |
| of the Listing Rules. | |
| As the Government has indicated to the Company (a) that the offers | |
| to the Company in respect of KIL No. 11126 and KIL No. 11129 must | |
| be accepted together and (b) that the Government will treat the | |
| Land Grants as one package, the Company has therefore, in | |
| compliance with Rules 14.22 and 14A.25 of the Listing Rules, | |
| aggregated the Transactions and treated them as if they were one | |
| transaction for the purposes of Chapters 14 and 14A of the Listing | |
| Rules. | |
| Discloseable Transactions | |
| The Transactions are discloseable transactions under Chapter 14 of | |
| the Listing Rules and are subject to the requirements for the | |
| publication of an announcement in accordance with Rule 14.34 of | |
| the Listing Rules. | |
| Connected Transactions | |
| As the Government is a controlling shareholder of the Company and | |
| therefore a connected person of the Company, the Transactions are | |
| also connected transactions for the Company under Rule 14A.13 of | |
| the Listing Rules. | |
| As disclosed in the announcement of the Company dated 13 January, | |
| 2005, the Stock Exchange has granted the Waiver to the Company | |
| from the requirements under Chapter 14A of the Listing Rules which | |
| would otherwise apply to connected transactions between the | |
| Company and the Government involving land and land interests | |
| subject to certain conditions. Under the Waiver, the Company is | |
| required to make an announcement of the Transactions in accordance | |
| with Rule 14A.47 of the Listing Rules and to disclose details of | |
| the Transactions in its next annual report in accordance with Rule | |
| 14A.45 of the Listing Rules. The Company is also required under | |
| the Waiver to make the Transactions subject to the approval of the | |
| Board, with the Directors appointed by the Government under | |
| section 8 of the Mass Transit Railway Ordinance (Cap. 556 of the | |
| Laws of Hong Kong) and any Director who holds a position in the | |
| Government being required to abstain from voting. Accordingly, | |
| Professor Chan Ka-keung, Ceajer, the Secretary for Transport and | |
| Housing and the Commissioner for Transport disclosed their | |
| interest in the Transactions and they each abstained from voting | |
| on the relevant Board resolutions. Had the Waiver not been | |
| granted, the Transactions would have been subject to the | |
| announcement, the reporting and the independent shareholders' | |
| approval requirements under Chapter 14A of the Listing Rules. | |
| Details of the Transactions will be disclosed in the next annual | |
| report of the Company in accordance with Rule 14A.45 of the | |
| Listing Rules. | |
| | |
+--------------------------------------------------------------------+-+
| Principal activities of the Company | |
+--------------------------------------------------------------------+-+
| The principal activities of the Company and its subsidiaries are: | |
| | |
| (a) the operation of a modern railway system with lines from | |
| Central to Tsuen Wan (Tsuen Wan Line), from Yau Ma Tei to Tiu Keng | |
| Leng (Kwun Tong Line), from Po Lam and LOHAS Park to North Point | |
| (Tseung Kwan O Line), from Chai Wan to Sheung Wan (Island Line), | |
| from Hong Kong to Tung Chung (Tung Chung Line), from Hong Kong to | |
| the Hong Kong International Airport and then AsiaWorld-Expo both | |
| at Chek Lap Kok (Airport Express), from Sunny Bay to Disneyland | |
| Resort (Disneyland Resort Line), from Hung Hom to the boundary at | |
| Lo Wu and Lok Ma Chau (East Rail Line), from Tai Wai to Wu Kai Sha | |
| (Ma On Shan Line), from Hung Hom to Tuen Mun (West Rail Line), the | |
| North-west Railway (commonly known as Light Rail) in the | |
| North-West New Territories of Tuen Mun, Tin Shui Wai and Yuen | |
| Long, and an intercity railway system between Hong Kong and some | |
| major cities in the Mainland of China; | |
| (b) property development, either as owner or as an agent for | |
| KCRC, at locations relating to the railway system including the | |
| Tseung Kwan O Line, the Ma On Shan Line, the East Rail Line, the | |
| Light Rail and the West Rail Line; | |
| (c) related commercial activities, including the letting of | |
| advertising and retail space, bandwidth services on the railway | |
| telecommunication system, property management and leasing | |
| management of investment properties (including shopping malls, | |
| offices and residential units); | |
| (d) the investment in a 50% equity share in the operation of | |
| the seven-year London Overground Concession in the United Kingdom, | |
| consisting of four London railway lines with connections into the | |
| London Underground network; | |
| (e) the investment in the operation (including rolling stock | |
| maintenance which is undertaken by a 50:50 joint venture) of the | |
| eight-year Stockholm Metro Concession in Sweden, consisting of | |
| three lines, linking the Swedish capital's central areas with | |
| surrounding suburbs; | |
| (f) the investment in a 60% equity share in the operation and | |
| maintenance of the Melbourne train system in Australia, consisting | |
| of 15 lines, linking Melbourne's central business district with | |
| surrounding suburbs, under a franchise agreement with an initial | |
| period of eight years; | |
| (g) the design and construction of the West Island Line as an | |
| extension of the Island Line; | |
| (h) the further design, construction, procurement of services | |
| and equipment, testing, commissioning and all other matters | |
| associated with bringing the Hong Kong Section of the | |
| Guangzhou-Shenzhen-Hong Kong Express Rail Link into service; | |
| (i) the planning and construction of future extensions to the | |
| railway system and other related infrastructure projects including | |
| the South Island Line, the Kwun Tong Line Extension and the Shatin | |
| to Central Link, as the major projects for which the Government | |
| has confirmed policy support; | |
| (j) the operation of the Tung Chung to Ngong Ping Cable Car | |
| System and the Theme Village in Ngong Ping, Lantau Island, Hong | |
| Kong; | |
| (k) worldwide consultancy services covering all areas of | |
| expertise required in the project management, planning, | |
| construction, operation, maintenance and up-grading of railways | |
| plus fare collection, property integration/development advice | |
| including other property related services and advice on generation | |
| of non-fare revenues; | |
| (l) investment in Octopus Holdings Limited, a subsidiary of | |
| the Company, which has business activities both in Hong Kong and | |
| overseas including the operation of a smart card system by its | |
| subsidiary Octopus Cards Limited for the collection of payments | |
| for both transport and non-transport applications in Hong Kong; | |
| (m) equity investments and long term operations and maintenance | |
| contracts outside of Hong Kong; | |
| (n) property management, shopping mall investment and railway | |
| related property development business in the Mainland of China; | |
| (o) the investment in a 49% equity interest in the | |
| construction and operations of Beijing Metro Line 4 in the | |
| Mainland of China, under a 30 years concession agreement with the | |
| Beijing Municipal Government, and future operations and | |
| maintenance of Beijing Metro Daxing Line, an extension of the | |
| Beijing Metro Line 4, under a concession agreement with the | |
| Beijing Municipal Government with an initial period of 10 years; | |
| (p) the investment in, design and construction of, Phase 2 of | |
| Shenzhen Metro Line 4 together with future operations of Phase 1 | |
| and Phase 2 in the Mainland of China, a double-track urban railway | |
| running from Futian Checkpoint at the boundary between Hong Kong | |
| and Shenzhen, Mainland of China, to Longhua New Town in Shenzhen, | |
| under a 30 years Build-Operate-Transfer concession agreement with | |
| the Shenzhen Municipal Government; and | |
| (q) the investment in a 49% equity interest in future | |
| operations and maintenance of Shenyang Metro Line 1 and Line 2 in | |
| the Mainland of China, for a franchise fee with a concession | |
| period of 30 years with Shenyang Municipal Government. | |
| | |
+--------------------------------------------------------------------+-+
| Definitions | |
+--------------------------------------------------------------------+-+
| "Board" | means the board of directors of the Company; | |
+---------------------+----------------------------------------------+-+
| "Developer" | means Fast New Limited, the successful | |
| | tenderer in the tender to develop KIL No. | |
| | 11126 and KIL No. 11129; | |
+---------------------+----------------------------------------------+-+
| "Directors" | means members of the Board; | |
+---------------------+----------------------------------------------+-+
| "Government" | means the Government of Hong Kong; | |
+---------------------+----------------------------------------------+-+
| "HK$" | means Hong Kong dollars, the lawful currency | |
| | of Hong Kong; | |
+---------------------+----------------------------------------------+-+
| "Hong Kong" | means the Hong Kong Special Administrative | |
| | Region of the People's Republic of China; | |
+---------------------+----------------------------------------------+-+
| "KCRC" | means the Kowloon-Canton Railway | |
| | Corporation, a statutory corporation | |
| | established under the Kowloon-Canton Railway | |
| | Corporation Ordinance (Cap. 372), wholly | |
| | owned by The Financial Secretary | |
| | Incorporated on behalf of the Government; | |
+---------------------+----------------------------------------------+-+
| "KIL No. 11126" | means Kowloon Inland Lot No. 11126 (Site C, | |
| | Canton Road, Kowloon); | |
+---------------------+----------------------------------------------+-+
| "KIL No. 11129" | means Kowloon Inland Lot No. 11129 (Site D, | |
| | Canton Road, Kowloon); | |
+---------------------+----------------------------------------------+-+
| "Land Grants" | means the particulars and conditions of the | |
| | land grant by private treaty of KIL No. | |
| | 11126 and the particulars and conditions of | |
| | the land grant by private treaty of KIL No. | |
| | 11129 to be entered into between the Company | |
| | and the Government; | |
+---------------------+----------------------------------------------+-+
| "Land Premiums" | means the land premiums for KIL No. 11126 | |
| | and KIL No. 11129; | |
+---------------------+----------------------------------------------+-+
| "Listing Rules" | means the Rules Governing the Listing of | |
| | Securities on The Stock Exchange of Hong | |
| | Kong Limited; | |
+---------------------+----------------------------------------------+-+
| "Stock Exchange" | means The Stock Exchange of Hong Kong | |
| | Limited; | |
+---------------------+----------------------------------------------+-+
| "Transactions" | means the Company's acceptance of offers | |
| | from the Government to allow the Company to | |
| | proceed with the proposed developments on | |
| | KIL No. 11126 and KIL No. 11129 subject to | |
| | the Company's acceptance of the Government's | |
| | assessment of the Land Premiums and of the | |
| | particulars and conditions of the Land | |
| | Grants; and | |
+---------------------+----------------------------------------------+-+
| "Waiver" | means the waiver granted by the Stock | |
| | Exchange to the Company from the | |
| | requirements under Chapter 14A of the | |
| | Listing Rules (subject to certain | |
| | conditions). | |
+---------------------+----------------------------------------------+-+
| | | |
| | By Order of the Board | |
| | Leonard Bryan Turk | |
| | Company Secretary | |
| | MTR Corporation Limited | |
+-----------------------------------------+--------------------------+-+
| Hong Kong, 12 March, 2010 | |
| | |
+--------------------------------------------------------------------+-+
| | Members of the Board: Dr. Raymond Ch'ien Kuo-fung (Chairman)**, |
| | Chow Chung-kong (Chief Executive Officer), Vincent Cheng |
| | Hoi-chuen*, Christine Fang Meng-sang*, Edward Ho Sing-tin*, Ng |
| | Leung-sing*, Abraham Shek Lai-him*, T. Brian Stevenson*, Professor |
| | Chan Ka-keung, Ceajer (Secretary for Financial Services and the |
| | Treasury)**, Secretary for Transport and Housing (Eva Cheng)** and |
| | Commissioner for Transport (Joseph Lai Yee-tak)** |
| | |
| | Members of the Executive Directorate: Chow Chung-kong, William |
| | Chan Fu-keung, Chew Tai Chong, Thomas Ho Hang-kwong, Lincoln Leong |
| | Kwok-kuen, Andrew McCusker and Leonard Bryan Turk |
| | |
| | * independent non-executive Directors |
| | ** non-executive Directors |
| | |
| | This announcement is made in English and Chinese. In the case of |
| | any inconsistency, the English version shall prevail. |
+-+--------------------------------------------------------------------+
| | | | | |
+-+-------------------+-------------------+--------------------------+-+
This information is provided by RNS
The company news service from the London Stock Exchange
END
CNTBDGDXLGBBGGD
Metal Tiger (LSE:MTR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Metal Tiger (LSE:MTR)
Historical Stock Chart
From Jul 2023 to Jul 2024
