MediaNet Resources Limited (the "Seller"), a wholly-owned subsidiary of the Company, has today entered into a sale and purchase agreement (the "Sale and Purchase Agreement") with Sky Success Enterprises Limited (the "Buyer"), a wholly-owned subsidiary of One Media Group Limited ("OMG"), whereby the Seller as legal and beneficial owner shall sell, and the Buyer shall purchase one ordinary share with no par value (being the entire issued share capital) of Media Connect Investment Limited (the "Target"), a wholly-owned subsidiary of the Company for a consideration of HK$25,800,000 (equivalent to US$3,307,000)(the "Proposed Disposal").
Upon completion of the Proposed Disposal, the Target will cease to be an indirect wholly-owned subsidiary of the Company and the Seller shall cease its interest in the Target including its investment in ByRead Inc.
The Company is a substantial shareholder of OMG with an indirect shareholding of 292,700,000 shares, representing 73.18% of the entire issued and paid-up capital of OMG. OMG is an exempted company incorporated in the Cayman Islands with limited liability whose shares have been listed on the main board of The Stock Exchange of Hong Kong Limited since 18 October 2005.
Pursuant to Paragraphs 1.01 and 10.02 of the Listing Requirements and in view of the interest of certain Directors of the Company, the Proposed Disposal constitutes a related party transaction under the Listing Requirements. However, the Proposed Disposal is not subject to the approval of the shareholders as the transaction value of the Proposed Disposal is less than 5% of the percentage ratio threshold as stated in the Paragraph 10.08(1) of the Listing Requirements, whilst only an immediate announcement is required.
Details of the announcement of Related Party Transaction in relation to the Proposed Disposal is attached herewith.
This Announcement is dated 5 August 2011.