The entity that controls The 13 Hotel (pictured) in Macau has agreed to sell an additional 40 percent stake in the company, according to a Wednesday filing from one of the suitors in the deal, ITC Properties Group Ltd.
Hong Kong-listed ITC Properties said one of its subsidiaries has an agreement to acquire a 20-percent equity interest in – and a shareholder’s loan due from – an entity called Uni-Dragon Ltd, a British Virgin Islands-incorporated unit that indirectly owns the entire interests in New Concordia Hotel Ltd, the sole beneficial owner of The 13 Hotel. The exercise involves a cash consideration of HKD300 million (US$38.2 million).
The same filing said that All Fame Developments Ltd, a separate British Virgin Islands-incorporated company, also has an agreement to acquire a 20-percent equity interest in – and a shareholder’s loan due from – Uni-Dragon, for a total consideration of HKD300 million.
Under the agreement, ITC Properties’ subsidiary will have the option – for a period of two years after completion of the deal – to acquire an extra 30-percent stake in Uni-Dragon.
ITC Properties said in the filing that its board took into consideration the potential “synergy” between The 13 Hotel and an adjacent residential complex developed by Concord Industrial and Commercial Development Enterprise Ltd, an entity also known as Concordia. ITC Properties has an approximately 35.48 percent effective interest in Concordia.
“Given the knowledge and experiences gained through Concordia … the directors believe the acquisition represents a good investment for the group to acquire a stake in a property project in Macau and increase its exposure to the Macau property market,” said ITC Properties in its Wednesday night filing after Hong Kong market trading hours.
The 13 Hotel is on the border between Coloane and the casino district of Cotai in Macau. The venue, offering 200 duplex suites and a number of restaurants, had a partial opening on August 31, 2018.
‘Change of use’ condition
ITC Properties’ filing stated: “New Concordia may, if it intends to redevelop the property for purpose other than hotel use, at any time after the change of permitted use of the property is gazetted” give the company managing the hotel “not less than six months’ notice in writing to terminate the lease”.
According to Wednesday’s filing, ITC Properties also intends to acquire – via related entities – a share of an up to HKD500-million loan service commitment linked to New Concordia. Should the overall deal be completed, there would be a maximum commitment from ITC Properties’ side for a “loan service advance” of HKD100 million.
ITC Properties’ shares had been suspended from trading from 9am on Tuesday, prior to the announcement. Trading resumed at 9am on Thursday.
ITC Properties’ filing identified the seller as Falloncroft Ltd, a unit of Hong Kong-listed South Shore Holdings Ltd, the promoter of The 13 Hotel.
On Tuesday a Hong Kong-listed “e-logistics” and mining company called CST Group Ltd said it had an agreement to acquire a 10-percent equity interest in – and a shareholder’s loan due from – Uni-Dragon. The exercise involved a cash consideration of HKD150 million.
According to ITC Properties’ Wednesday filing, its deal for the acquisition of shares in Uni-Dragon is inter-conditional with the one involving the CST Group. Once all the deals are completed, Falloncroft will control a 50-percent stake in Uni-Dragon.
Earlier on Tuesday, South Shore said in one of its own filings to the Hong Kong bourse that it had an agreement that could lead to the disposal of a 40-percent interest in a subsidiary that owns The 13 Hotel, for a total consideration of “up to HKD750 million”.
South Shore reported a net loss of more than HKD5.84 billion for its fiscal year ended March 31, 2019, according to the company’s annual report filed in late August.
The company said the increase in net loss was due to an aggregate impairment of approximately HKD4.70 billion on the carrying amount of assets under the hotel segment. That was linked said South Shore to the fact that hotel occupancy and fees charged for rooms had been lower than could reasonably be expected had the property been able to offer casino gaming. The company had accumulated losses of over HKD7 billion as of that fiscal year.
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”There are likely to be cancellations of some Chinese New Year casino and junket parties and events [in Macau]”
Vitaly Umansky, Eunice Lee and Kelsey Zhu
Sanford Bernstein analysts