The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this
announcement, makes no representation as to its accuracy or completeness and expressly
disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this announcement.
THE WHARF (HOLDINGS) LIMITED
(incorporated in Hong Kong with limited liability)
CONNECTED TRANSACTION
On 16th May, 2002, a tenancy agreement was entered into between a non wholly-owned
subsidiary of The Wharf (Holdings) Limited as the landlord and a wholly-owned subsidiary
of Wheelock and Company Limited as the tenant, whereby the landlord agreed to let to the
tenant certain premises at The Marco Polo Hongkong Hotel. The tenancy agreement
constitutes a connected transaction (as explained in detail below) for The Wharf (Holdings)
Limited. Particulars of the transaction and certain other information are given below in
accordance with the relevant requirements of the Listing Rules.
The annual rent payable under the tenancy agreement is more than 0.03% but less
than 3% of the latest audited consolidated net tangible asset value of The Wharf (Holdings)
Limited. Particulars of the transaction will be disclosed in future annual reports and
accounts of The Wharf (Holdings) Limited.
Agreement date
:
16th May, 2002
Premises leased
:
Shops at G/F, 1/F & 2/F at The Marco Polo Hongkong
Hotel (“MPHH”), Harbour City, Canton Road, Kowloon
(the “Premises”) with a total trading area of 49,120 square
feet and storage space of 7,747 square feet (subject to final
measurement).
Parties
:
The Hongkong Hotel Limited (“HHL”), a wholly-owned
subsidiary of publicly-listed Harbour Centre Development
Limited (“HCDL”) which in turn is 67%-owned by The
Wharf (Holdings) Limited (“Wharf”, together with its
subsidiaries referred to as the “Wharf Group”), as the
landlord.
-1The Wharf (Holdings) Limited – Announcement
(16 May, 2002)
Lane Crawford (Hong Kong) Limited (“LCHK”), a whollyowned subsidiary of Wheelock and Company Limited
(“Wheelock”), as the tenant.
Duration of tenancy
:
From 2nd January, 2003 to 1st January, 2009.
Annual rent
:
The estimated approximate annual rents, exclusive of rates,
air-conditioning charges and management fee (the “Annual
Rent”), payable monthly in advance, for each of the years
covered under the term of the tenancy are as follows:Year ending
31st December
Amount
(HK$ Million)
2003
2004
2005
2006
2007
2008
18.7
28.7
29.4
30.1
30.8
31.5
or 9% of gross sale per annum whichever is the higher.
General:
HCDL is desirous of upgrading its commercial section in MPHH.
LCHK is an up-scale department store with prestigious brands of merchandises.
With LCHK as the anchor tenant, it would not only enhance the overall hotel image but also
bring attractive shopping experience to hotel guests, which would be beneficial to the Wharf
Group as a whole.
The principal business activities of the Wharf group is ownership of property for letting, property
development and investment, communications, media and entertainment, container and air cargo
terminals.
-2The Wharf (Holdings) Limited – Announcement
(16 May, 2002)
Wharf has engaged Chesterton Petty Limited (“Chesterton”), professional property consultants,
to review the tenancy agreement (the “Agreement”). On the basis of the advice received from
Chesterton last week in respect of the Agreement, the directors, including independent nonexecutive directors, of Wharf are of the opinion that the Agreement and the terms therein are on
normal commercial terms with reference to the prevailing market conditions, are fair and
reasonable and are in the commercial interests of the Wharf Group, and that the Agreement was
entered into in the ordinary and usual course of business of HHL after due negotiations on an
arm’s length basis with reference to the prevailing market conditions.
Regulatory Aspects:
Since HHL is 67% effectively owned by Wharf which in turn is a 48%-owned associated
company of Wheelock, the Agreement constitutes a connected transaction for Wharf. As the
Annual Rent is more than 0.03% but less than 3% of the latest audited consolidated net tangible
asset value (“NTA”) of Wharf, the transaction falls within the de minimis level under paragraph
14.25(1) of the Listing Rules for Wharf.
Particulars of the transaction will be disclosed in the reports and accounts of Wharf for the year
ending 31st December, 2002 and, where applicable, also for each subsequent year in which the
relevant Annual Rent would be of an amount representing not less than 0.03% of the NTA of
Wharf.
By Order of the Directors
Wilson W. S. Chan
Secretary
Hong Kong, 16th May, 2002
“Please also refer to the published version of this announcement in the China Daily Hong Kong
Edition and Hong Kong Economic Journal both dated 17th May, 2002.”
-3The Wharf (Holdings) Limited – Announcement
(16 May, 2002)