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Menswear retail chain Trinity to buy Italian Cerruti
23
Dec '10
The Board of Trinity Limited is pleased to announce that the Purchaser, a wholly-owned subsidiary of the Company and the Company (as guarantor) have entered into the Sale and Purchase Agreement, pursuant to which the Purchaser will acquire 100% interest in Cerruti Holdings for a total cash consideration of not exceeding Euro 52,575,000 (approximately HK$538,894,000).

To the best of knowledge, information and belief of the Directors, having made all reasonable enquiries, the Seller and its ultimate beneficial owners are third parties independent of the Company and any connected persons (as defined in the Listing Rules) of the Company.

Assets to be acquired
Pursuant to the Sale and Purchase Agreement, the Purchaser has agreed to acquire, and the Seller has agreed to sell, 100% of the share capital of Cerruti Holdings and the Shareholder Loans that will remain outstanding as at the date of Completion.

Consideration
The Consideration payable by the Purchaser for the Acquisition in an aggregate amount of not exceeding Euro 52,575,000 (approximately HK$538,894,000) comprises:

(a) the Down Payment in the amount of Euro 15 million (approximately HK$154 million), which was paid by the Purchaser to the Seller upon signing of the Sale and Purchase Agreement;
(b) the non-refundable break up costs in the aggregate amount of (i) an amount of Euro 185,000 (approximately HK$1,896,000), which was paid by the Purchaser to the Seller upon signing of the Sale and Purchase Agreement; and (ii) an additional amount of Euro 640,000 (approximately HK$6,560,000), which shall be paid by the Purchaser to the Seller by no later than 5 Business Days following the Purchaser being notified of the satisfaction of the Settlement Condition (as defined in the paragraph headed “Conditions and Completion” below);
(c) such amount that equals to the aggregate net amount standing to the credit of the bank accounts of the Cerruti Group (other than those pledged accounts) as at the date of Completion less Euro 100,000 (approximately HK$1,025,000), subject to a maximum of Euro 750,000 (approximately HK$7,688,000), which shall be paid by the Purchaser to the Seller by no later than 3 Business Days after the date of Completion;
(d) the Buyer Settlement Payment (as defined in the paragraph headed “Conditions and Completion” below) in the amount of not exceeding Euro 15 million (approximately HK$154 million), if any; and
(e) the balance payment to be made by the Purchaser to the Seller at Completion in the amount of Euro 36 million (approximately HK$369 million) less the Buyer Settlement Payment (if any).

The Consideration was negotiated on an arm's length basis between the parties of the Sale and Purchase Agreement and based upon various factors including the future earning potentials of other comparable transactions in the market.

The Consideration will be financed by the proceeds from the Company's initial public offering and the Group's internal resources (including available banking facilities).

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