09:43 PIONEER GLOBAL<00224>-Announcement&Resumption of Trading(4) statements. The Underlying Joint Venture will not be an associated company of the Group. The Directors consider that the Group's acquisition of such an interest in the Property will enable the Group to diversify its investment portfolio to Macau where the property market is expected to show strong growth potential and is in line with the current business strategy of the Group. The Directors believe that the terms of the Joint Venture Agreement, which were negotiated on an arm's length basis, are fair and reasonable and the Group's participation thereunder is in the best interest of the Company and its shareholders as a whole. The shareholding structure of the Joint Venture and of the Underlying Joint Venture following the acquisition of a 50% shareholding in the Underlying Joint Venture by the Joint Venture is as follows: The relevant contributions of Pine International under the Joint Venture Agreement will be funded principally by the Group's internal resources and existing banking facilities. INFORMATION ON THE PARTIES, THE JOINT VENTURE, THE UNDERLYING JOINT VENTURE AND THE PROPERTY Pine International Pine International is an investment holding company wholly-owned by the Company. Wachovia Wachovia is a wholly-owned subsidiary of Wachovia Corporation, a public listed company in the US which is one of the largest providers of financial services to retail, brokerage and corporate customers, with retail operations and retail brokerage operations in the US. MSREF MSREF is a wholly-owned subsidiary of MSREF V International Funding, L.P., a Morgan Stanley sponsored fund which principally engages in property investment in Asia and Europe. The Joint Venture The Joint Venture is incorporated in the British Virgin Islands on 8 March 2005, which following Completion is owned as to 50% by Pine International, 30% by Wachovia and 20% by MSREF. As the Joint Venture has just been incorporated and has not commenced its business, its turnover, profit before tax and profit after tax are nil. The total assets and net asset value of the Joint Venture as at the date of this announcement are approximately HK$90 million and HK$10 respectively. The Underlying Joint Venture The Underlying Joint Venture is incorporated in the Cayman Islands on 7 March 2005 and is a wholly-owned subsidiary of MSREF as at the date of this announcement. As the Underlying Joint Venture has just been incorporated and has not commenced its business, its turnover, profit before tax and profit after tax are nil. The total assets and net asset value of the Underlying Joint Venture as at the date of this announcement are approximately HK$180 million (comprising advance of HK$90 million from each of MSREF and the Joint Venture on the same terms) and US$1.00 respectively. The Property The Property, FECHO BPG - ZONA - LOTE 7, is a 22-storey commercial building located on 251A-301 Avenida commercial de Macau in Macau (with 17 office floors and 5 floors of retail space and parking spaces) which has a total gross floor area of approximately 437,000 square feet. The Property has been vacant since its construction was completed in 2001. LISTING RULES IMPLICATIONS The Group's investment under the Joint Venture Agreement constitutes a discloseable transaction of the Company pursuant to 14.06(2) of the Listing Rules. As stated in the paragraph headed "Shareholdings, Parties' capital contributions and shareholders' loans" above, a shareholder's loan in the sum of HK$45,000,000 has been provided by Pine International to the Joint Venture which has become an associated company of the Company following Completion. Such shareholder's loan (which is interest-free and unsecured and has no fixed repayment terms) represents more than 8% of the relevant percentage ratio under the Listing Rules. Accordingly, a general disclosure obligation under Rule