08:36 ESUN HOLDINGS<00571> - Results Announcement (3) LOSS FROM OPERATING ACTIVITIES (57,334) (67,523) Finance costs (13,884) (4,296) Premium on settlement of a debt (note b)95,994 - Share of profits and losses of associates 30,638 (12,520) Amortisation of goodwill on acquisition of an associate (2,122) (2,214) Share of profits and losses of jointly-controlled entities (1,968) (1,972) Provision for amounts due from jointly-controlled entities (1,011) (1,050) --------- ----------- PROFIT/(LOSS) BEFORE TAX Continuing operations 50,313 (102,921) Discontinued operation (note a) - 13,346 ------------ ----------- 50,313 (89,575) ========= ========= Note: (a) Cessation of hotel management service operations (b) On 28th June, 2004, the Company, Golden Pool Enterprise Limited, Furama Hotel Enterprises Limited ("FHEL") and Lai Sun Development Company Limited ("LSD") entered into an agreement (the "Settlement Agreement") concerning the settlement of HK$1,500,040,000 (the "Debt") brought forward from prior year. The principal terms of the Settlement Agreement included (i) cash settlement of HK$20 million; (ii) the issue of 5,200 million ordinary shares in LSD at an issue price of HK$0.50 per share (the "LSD Shares"), which represented 40.8% of the enlarged issued capital of LSD; and (iii) the extension of a five year interest-bearing term loan of HK$225,000,000 by the Group to FHEL (the "Term Loan"). Further details of the Settlement Agreement are set out on the Company's circular dated 15th September, 2004. The Settlement Agreement constituted a very substantial acquisition and connected transaction of the Company under Chapters 14 and 14A of the Listing Rules in view of the consequential holding of a 40.8% equity interest by the Group in LSD and the extension of the Term Loan by the Group, and as LSD is a substantial shareholder of the Company. Accordingly, approval from independent shareholders of the Company was required. Such approval was obtained pursuant to a resolution passed at a special general meeting of the Company held on 13th October, 2004, and the Settlement Agreement was completed on 7th December, 2004 (the "Completion Date"). On the Completion Date, the Group recognised a premium on settlement of the Debt of HK$95,994,000 (the "Premium") which represented the excess over the remaining value of the Debt arising from the LSD Shares. The Premium is credited to the consolidated profit and loss account for the current year. For more details, please refer to the press announcement today.