09:23 GROUP SENSE<00601> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Group Sense (International) Limited (Incorporated in Bermuda with limited liability) (Stock Code: 601) DISCLOSEABLE TRANSACTION DISPOSAL OF PROPERTY On 19 May 2005, Muto Limited, an indirect wholly-owned subsidiary of the Company, entered into the Agreement with the Purchaser, an Independent Third Party, to dispose of the Property for a consideration of HK$107,000,000. The Disposal constitutes a discloseable transaction of the Company under the Listing Rules. A circular containing details of the Disposal will be sent to shareholders of the Company as soon as possible. THE AGREEMENT Date : 19 May 2005 Parties : Vendor : Muto Limited, an investment holding company and an indirect wholly-owned subsidiary of the Company Purchaser : a company, an Independent Third Party whose ultimate beneficial owners are Independent Third Parties Property Agent : a company, an Independent Third Party whose ultimate beneficial owners are Independent Third Parties Property (for commercial use) : Address : 27th Floor, Wu Chung House, 213 Queen's Road East, Wanchai, Hong Kong Gross floor area : The gross floor area of the Property is approximately 24,869 square feet (approximately 2,310.356 square metres) Year of acquisition and consideration : The Group acquired the Property in May 1993 and the transaction was completed in August 1993 for a consideration of HK$102,833,000 from an Independent Third Party Consideration : The consideration of HK$107,000,000 was based on the current market value of comparable properties for commercial use in Wanchai, Hong Kong and was agreed after arm's length negotiations between the Vendor and the Purchaser. Comparable properties are considered to be commercial properties completed in around 1993 and located in Wanchai, Hong Kong of similar grade. In determining the Consideration, the Directors had considered the property market information provided by various property agents and the purchase price of the Property in 1993. The consideration has been or shall be (as applicable) payable in cash as follows: (i) HK$2,000,000 upon the signing of the Agreement; (ii) HK$8,700,000 upon the signing of the formal agreement for sale and purchase on or before 3 June 2005; and (iii) the balance of HK$96,300,000 upon completion on or before 28 February 2006. The expected gain to the Group from the Disposal is approximately HK$17,844,204 (after payment of necessary legal costs and commission to the Property Agent) by reference to the book value of the Property of HK$88,173,296 as disclosed in the Company's latest published accounts for the six months ended 30 September 2004. Principal terms : * The Agreement is not subject to any conditions precedent. * The Vendor and the Purchaser shall enter into a formal agreement for sale and purchase of the Property on or before 3 June 2005. * Completion of the sale and purchase shall take place on or before 28 February 2006. * The Vendor agrees to deliver vacant possession of the Property to the Purchaser upon completion. * The Property will be sold free from encumbrances. It is currently mortgaged to a bank to secure general banking facilities for the Group, amounting to approximately HK$22,919,354 as at 30 April 2005. The Group will seek to release the mortgage on the Property before completion.