Lai Sun Development Announces Major Disposal of Yacht Business Subsidiary and Grant of Call Option
Date: 12 June 2026
Key Highlights
- Major Transaction: Lai Sun Development Company Limited (“Lai Sun Development” or “the Company”) is disposing of its yacht services subsidiary, Ample Beyond Limited (the “Target Company”), which indirectly owns Camper & Nicholsons International S.A., a leading international yacht brokerage and management business.
- Total Consideration: €49.135 million (approx. HK\$452 million), with an initial 81.4% stake being sold for €40 million (approx. HK\$368 million), subject to adjustments.
- Implied Valuation: The deal values the Target at €50 million, or roughly 12x FY2025 EBITDA.
- Buyer: Wave Expandary Limited, an independent third party, with Sea Expandary Limited as guarantor.
- Put and Call Options: Vendor and Purchaser granted mutual rights—Vendor may require Purchaser to buy remaining shares (Put Option), Purchaser may require Vendor to sell remaining shares (Call Option), both exercisable after 31 December 2027 with no expiry date.
- Shareholder Approval: Written approval obtained from shareholders holding over 50% of voting rights, so no general meeting required.
- Estimated Gain: Lai Sun Development expects to recognize an estimated gain of approx. HK\$92 million (after transaction costs) from this transaction.
- Use of Proceeds: Approx. HK\$441 million in net proceeds will strengthen financial flexibility, support working capital, and possibly be used for debt repayment.
- Financial Effects: Upon completion, the Target Group will cease to be a subsidiary and will not be consolidated into Lai Sun Development’s group accounts.
Transaction Details
- Date of Agreement: 28 May 2026
- Structure: Initial sale of 81.4% of Target Company shares (which owns 98.27% of Camper & Nicholsons International S.A.), with the remainder subject to the Put/Call Option.
- Consideration Payment: €32 million payable at completion, balance after completion audit and adjustments (within 15 business days of adjustment date).
- Adjustments: The final consideration is subject to multiple financial adjustments, including EBITDA performance, client cash balances, net working capital, and debt levels. If FY2025 EBITDA falls below €3.99 million, the consideration is reduced (up to a cap of €8 million).
- Conditions Precedent: Completion is subject to several conditions, including execution of transaction documents, regulatory approvals, and absence of material adverse changes.
Shareholders’ Agreement – Key Terms
- Board Structure: Purchaser nominates 4 of 5 Target Company directors; Vendor nominates 1.
- Reserved Matters: Certain key decisions require approval from the Vendor’s board nominee.
- Transfer Rights: Includes right of first refusal and tag-along rights if shares are to be sold to third parties.
- Put/Call Option: Both options are exercisable (all but not part shares) at the same per-share price as the original consideration, post-adjustment. No premium is paid for the option rights.
Background and Rationale
The Directors regularly review Lai Sun Development’s asset portfolio to streamline operations and maximize returns. The yacht business disposal, at a 12x EBITDA multiple, is seen as attractive and in line with comparable listed peers. It allows Lai Sun Development to refocus on its core property, hospitality, and entertainment businesses, and to unlock capital for other uses.
Financial and Strategic Impact
- Financial Results of Target:
- FY2025 Revenue: HK\$270.7 million
- FY2025 Net Profit: HK\$13.1 million
- Net Asset Value (as at Jan 2026): HK\$349 million (pre-shareholder loan deduction)
- Impact: Target Group’s results will be deconsolidated. The transaction improves liquidity and reduces gearing, with directors stating net proceeds will be used for general working capital and debt reduction.
- Recent Disposals: The Group is targeting total disposals of HK\$8 billion over two years, with HK\$7 billion expected to be realized upon completion of recent sales, including this transaction.
- Working Capital: The directors expect the Group to have sufficient working capital for at least 12 months, provided planned disposals and refinancing are completed.
Risks and Shareholder Considerations
- Completion Risk: The transaction is subject to fulfillment of various conditions precedent, and may or may not proceed.
- Listing Rules: The deal is classified as a major transaction under Chapter 14 of the HKEx Listing Rules, requiring shareholder approval (already obtained by written consent).
- No Dilution: No new Lai Sun Development shares are being issued as part of this transaction.
- Potential Price Sensitivity: The disposal of a profitable non-core asset at a high multiple, the resulting gain, and the expected improvement in liquidity and financial position could positively affect Lai Sun Development’s share price. However, the loss of future profits and deconsolidation of a growing subsidiary should also be considered.
Conclusion
This major transaction demonstrates Lai Sun Development’s active portfolio management and focus on core businesses. The substantial cash inflow, improved financial flexibility, and potential for further asset sales could be viewed positively by investors. However, the company’s future earnings profile will shift as it exits the yacht business, and the outcome is contingent on completion of the transaction and prevailing market conditions.
Disclaimer
This article is for informational purposes only and does not constitute investment advice or recommendations. Investors should consult their own professional advisers before making any investment decisions. The completion of the transaction described above is subject to conditions and may not proceed as planned.
