NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
S
(CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 AND 2021
On May 14, 2020, the Company issued US$200,000,000 (equivalent to HK$1,550,020,000) and SGD50,000,000 (equivalent to HK$272,890,845) of perpetual securities at initial distribution rate of 7.25% p.a. (the “Perpetual Securities I”) and 4.5% p.a. (the “Perpetual Securities II”) which are listed on Hong Kong Stock Exchange and Singapore Stock Exchange respectively (collectively the “Perpetual Securities”). Of which, US$38,920,000 (equivalent to HK$301,633,892) of Perpetual Securities I and SGD14,740,000 (equivalent to HK$80,448,221) of Perpetual Securities II were issued in settlement for the redemption of Perpetual Securities issued by the immediate holding company in 2017. The consideration amounting to HK$382,082,113 was settled through the current account with the immediate holding company during the year ended December 31, 2020.
The direct transaction costs attributable to the Perpetual Securities I and Perpetual Securities II in aggregate amounted to HK$4,460,393.
Distributions of the Perpetual Securities I and Perpetual Securities II may be paid semi-annually in arrears on May 14 and November 14 in each year and may be deferred at the discretion of the Company unless a compulsory distribution payment event (including distributions to ordinary shareholders of the Company) has occurred. Following a deferral, arrears of distributions are cumulative.
The Perpetual Securities I are unsecured, have no fixed maturity date and are callable at the Company’s option in whole on May 14, 2023 (“First Reset Date”) or any Distribution Payment Date falling after the First Reset Date at their principal amounts together with any accrued, unpaid or deferred distributions. The applicable distribution rate will reset, on First Reset Date and every three years after the First Reset Date, to the sum of the initial spread of 7.011% p.a., the Treasury Rate and a
step-up
margin of 5.00% p.a..
The Perpetual Securities II are unsecured, have no fixed maturity date and are callable at the Company’s option in whole on May 14, 2025, which is five years after the issue date or any Distribution Payment Date thereafter at their principal amounts together with any accrued, unpaid or deferred distributions.
On October 27, 2021, the Group has early redeemed principal amount of SGD11,188,000 (equivalent to HK$65,104,192) of Perpetual Securities II at the redemption price equal to 75%. A gain of HK$15,949,627 was recorded directly in the retained earnings.
The Perpetual Securities are included in equity in the Group’s consolidated financial statements as the Group does not have a contractual obligation to deliver cash or other financial assets arising from the issue of the Perpetual Securities. For the year ended December 31, 2020 and 2021, the profit attributable to holders of Perpetual Securities based on the applicable distribution rate, was HK$78,987,714 and HK$125,742,843, respectively, where any distribution could be deferred at the discretion of the Company unless a compulsory distribution payment event (including distributions to ordinary shareholders of the Company) has occurred. The Company distributed HK$62,753,625 and HK$124,279,754 to the holders of perpetual securities during the year ended December 31, 2020 and 2021, respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 AND 2021
|
NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS |
| |
(a) |
Major non-cash transactions |
Save as disclosed elsewhere in these consolidated financial statements, the following
non-cash
transactions were recorded.
On April 10, 2019, the warrant holder exercised the warrants in full and paid an additional amount of US$10 million for 1,666,666 Class A ordinary shares which was an equity transaction, therefore,
the warrant was derecognized as a financial liability and the Company recognized in equity the sum of the additional amount received from the warrant holder and the carrying amount of the warrant.
During the year ended December
31, 2020, the Group subscribed two equity linked notes for a consideration of HK$
148,671,602
issued by
the
subsidiaries. The underlying securities for an equity linked note were disposed by one of the
fellow subsidiaries, triggering a settlement of equity linked note for a consideration of HK$
195,789,033
. The Group
a gain of HK$
82,948,667
from this transaction which was settled in 2020 through the current accounts with AMTD Group under the central treasury agreement.
During the year ended December 31, 2021, the underlying securities for the other equity linked note were disposed by one of the
former
fellow subsidiaries, triggering a settlement of equity linked note for a consideration of HK$181,633,667.
The Group recognized a gain related to the disposed investment
of
HK$119,113,730
from this transaction which was settled through the current accounts with AMTD Group.
During the year ended December 31, 2021, the Group disposed financial assets at fair value through profit or loss of HK$196,036,584
subsidiary. The Group recognized a gain related to the disposed investment of HK$
5,998,446
.
The consideration of HK$
196,036,584
was settled through the current account with AMTD Group.
During the year ended December 31, 2021, the Group purchased financial asset
s
at fair value through profit or loss of HK$163,180,000
from AMTD Group. The consideration was settled through the current accounts with AMTD Group.
During the year ended December 31, 2021, the Group repurchased 69,144,673 Class
B ordinary shares from AMTD Group amounting to
HK$5,000,000,000.
The consideration was settled through current account with AMTD Group.