Shun Tak Holdings Limited announced yesterday the “entry into an agreement” with the Henry Fok Foundation and other parties regarding STDM, S.A., SJM Holdings Limited and Sociedade de Jogos de Macau, S.A.
According to the announcement to the Hong Kong Stock Exchange, the directors of Shun Tak Holdings said that the agreement was entered into yesterday between the Henry Fok Foundation, Lanceford, Shun Tak Holdings (“the Company”), Interdragon and Pansy Ho Chiu-king, “who together own approximately 53.012 percent of STDM’s issued shares.”
The following is the original (slightly abridged but unedited) text published by Shun Tak Holdings yesterday:
The Agreement reflects the practice of discussion and consensus over many years between the Parties and their predecessors regarding STDM and the STDM Group. Major provisions of the Agreement are outlined below.
1. The Parties have endorsed a common commitment to advancing the following fundamental objectives in relation to STDM and the STDM Group, namely (i) the extension of the gaming concession in Macau held by SJM’s wholly-owned subsidiary SJMSA and its continued and optimised contribution as a fundamental asset and source of revenue for the STDM Group and for its shareholders; (ii) the implementation of best practices on corporate governance and legal and regulatory compliance across the STDM Group; and (iii) the maintenance of STDM’s position as the owner of more than 50% of the total issued shares of SJM.
2. To implement the Agreement, and subject to complying with all applicable rules and regulations and applicable fiduciary duties, the Parties have agreed to use their best efforts to exercise their respective powers and rights as shareholders, directors, corporate directors, and such other position as may be held by such parties to attain the Objectives.
3. In making best efforts to exercise their respective powers and rights, the Parties will continue their practice to submit a common proposal for the election of STDM Board members when it is time to vote on their election (the next such occasion being on or before 31 March, 2019) and to jointly agree the appointment of the Chairman as well as the Managing Director of STDM.
4. Always taking into account the interests and benefits to STDM, SJM, SJMSA and their shareholders, the Parties have committed to procure the effective and good governance of SJM by, inter alia, exercising their rights in relation to STDM to support the nomination for election of such person(s) as Director(s) of SJM as they may approve from time to time, the election of the Chairman and Co-Chairman of SJM and the promotion of good corporate governance practices by SJM including with respect to its management function and structure, and, insofar as they are able as shareholders of STDM, to promote SJM to improve, progress or otherwise resolve any issues identified. The Parties have also agreed to submit a common proposal for the election of the Board of SJMSA which is consistent with the pursuance of the Objectives.
5. The Parties will use their best efforts to procure the equal involvement of directors nominated for election by each of the Fok Foundation and by the Ho Interests in the operation and management of the STDM Group to achieve transparency, best practice and good governance, throughout the STDM Group.
The Parties have entered into the Agreement to encapsulate their past practice and in order to provide a structure for their relationship and their community of interests as regards STDM and the STDM Group going forward.
Background
STDM is a company incorporated in Macau and is the holding company of a group engaged in property, gaming and other businesses in Macau.
SJM is engaged in the gaming industry in Macau through its subsidiary, SJMSA, which is the holder of a gaming concession in Macau.
STDM was for many years the sole concessionaire for gaming in Macau. It was originally founded, in 1962, by Dr. Ho, Henry Fok and certain other parties. From the early 1990s Dr. Ho and Henry Fok were (directly or indirectly) the owners or controllers of over 50% of STDM’s issued shares. During the early 2000s, Henry Fok transferred his STDM shares to the Fok Foundation. As shareholders together owning or controlling over 50% of the issued shares of STDM, Dr. Ho / the Ho Interests and the Fok Foundation have, since before the listing of SJM on the Stock Exchange, continued to discuss between themselves and reach a consensus on matters relating to STDM such as the constitution of its board and its business objectives, including the incorporation and listing of SJM in 2008. This practice has continued following the reorganisation of Dr. Ho’s interests in STDM in 2011, with such discussions and consensus being between the Fok Foundation and the Ho Interests, who have in aggregate continued to own over 50% of STDM’s issued shares.
The shareholdings of the Parties in STDM are as follows:
Fok Foundation 26.576 % Lanceford 10.538 % The Company 4.985 % Interdragon 10.796 % Pansy Ho 0.117 %. Total 53.012 %
The Agreement
The Agreement reflects the practice of discussion and consensus over many years between the Parties and their predecessors regarding STDM and the STDM Group. Major provisions of the Agreement are outlined below.
1. The Parties have endorsed a common commitment to advancing the following fundamental objectives in relation to STDM and the STDM Group, namely (i) the extension of the gaming concession in Macau held by SJM’s wholly-owned subsidiary SJMSA and its continued and optimised contribution as a fundamental asset and source of revenue for the STDM Group and for its shareholders; (ii) the implementation of best practices on corporate governance and legal and regulatory compliance across the STDM Group; and (iii) the maintenance of STDM’s position as the owner of more than 50% of the total issued shares of SJM.
2. To implement the Agreement, and subject to complying with all applicable rules and regulations and applicable fiduciary duties, the Parties have agreed to use their best efforts to exercise their respective powers and rights as shareholders, directors, corporate directors, and such other position as may be held by such parties to attain the Objectives.
3. In making best efforts to exercise their respective powers and rights, the Parties will continue their practice to submit a common proposal for the election of STDM Board members when it is time to vote on their election (the next such occasion being on or before 31 March, 2019) and to jointly agree the appointment of the Chairman as well as the Managing Director of STDM.
4. Always taking into account the interests and benefits to STDM, SJM, SJMSA and their shareholders, the Parties have committed to procure the effective and good governance of SJM by, inter alia, exercising their rights in relation to STDM to support the nomination for election of such person(s) as Director(s) of SJM as they may approve from time to time, the election of the Chairman and Co-Chairman of SJM and the promotion of good corporate governance practices by SJM including with respect to its management function and structure, and, insofar as they are able as shareholders of STDM, to promote SJM to improve, progress or otherwise resolve any issues identified. The Parties have also agreed to submit a common proposal for the election of the Board of SJMSA which is consistent with the pursuance of the Objectives.
5. The Parties will use their best efforts to procure the equal involvement of directors nominated for election by each of the Fok Foundation and by the Ho Interests in the operation and management of the STDM Group to achieve transparency, best practice and good governance, throughout the STDM Group.
General
The Parties have entered into the Agreement to encapsulate their past practice and in order to provide a structure for their relationship and their community of interests as regards STDM and the STDM Group going forward.
No acquisition or disposal of any shares of STDM or SJM is taking place, and no transaction is being entered into, in connection with the entering into of the Agreement and there is no monetary consideration involved in the entering into of the Agreement.
The announcement says that Lanceford Co. Ltd. is incorporated and owned by Pansy Ho and her siblings. Pansy Ho is the Group Executive Chairman and Managing Director of Shun Tak Holdings. SJMSA is a company incorporated in Macau, which is the holder of one of Macau’s three gaming concessions. SJM Holdings Limited is incorporated in the Cayman Islands, the shares of which are listed on the Hong Kong Stock Exchange. STDM (Sociedade de Turismo e Diversoes de Macau, S.A.) is incorporated in Macau. STDM Group comprises STDM, SJM and SJMSA. Interdragon Limited, a company incorporated in the British Virgin Islands, is owned as to 60 percent by Shun Tak Holdings and 40 percent by STDM. The Henry Fok Foundation (referred to by the agreement as “Fok Foundation”) is a Macau charitable foundation. The “Parties” are the Henry Fok Foundation, Lanceford, Shun Tak Holdings, Interdragon and Pansy Ho.
