FORWARD TOGETHER Notes to the Consolidated Financial Statements 31 December 2022 204 34. BUSINESS COMBINATION ARA Asset Management Limited and its subsidiaries (“ARA Group”) On 20 January 2022, the Group completed the acquisition of 100% equity interests in ARA Group. The acquisition of ARA Group was identified as a business combination by the management. The total consideration of US$4,859,393,000 is satisfied with US$519,231,000* in cash and US$4,340,162,000 by the issuance of new shares, determined based on prevailing share price on completion of HK$25.15 per share. ARA Group is a fully operational company as at the acquisition date and its principal activity is to raise, manage and advise public and private investment funds that invest across real estate assets, private real estate credit and infrastructure and new economy real estate assets. The fair values of the identifiable assets and liabilities of ARA and goodwill on acquisition at the date of acquisition as disclosed in the table below. Net assets acquired US$’000 Net assets acquired Investments in joint ventures and associates 1,406,807 Financial assets at fair value through profit or loss 80,466 Financial assets at fair value through other comprehensive income 662,754 Investment properties 114,312 Cash and bank balances 457,412 Other assets 302,386 Bank and other borrowings (970,738) Other liabilities (290,751) Total identifiable net assets at fair value 1,762,648 Goodwill arising from acquisition 2,912,862 Management rights and trust management rights arising from acquisition 1,250,000 Deferred tax liability on management rights and trust management rights arising from acquisition (297,500) Non-controlling interests (67,832) Perpetual capital securities (699,830) Share-based payment reserve (955) 4,859,393 US$’000 Satisfied by Cash 511,659 Consideration shares 4,340,162 Consideration payable 7,572 4,859,393 * The cash consideration of US$519,231,000 was partially funded via issuance of new shares to SMBC (SMBC subscription). Consequently, the net cash outlay to the Company is US$269,231,000.
RkJQdWJsaXNoZXIy MTIwODcxMw==