UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP Unaudited Pro Forma Consolidated Statement of Financial Position (continued) Notes for Unaudited Pro Forma Consolidated Statement of Financial Position of the Enlarged Group (continued) (5) Pursuant to the Acquisition Agreement, SMBC has subscribed for an additional 76,689,349 shares for an aggregate subscription price of US$250 million at a subscription price of HK$25.35 per share. The SMBC subscription shares had been issued as fully paid and rank pari passu in all respects with the shares in issue. (6) Upon completion, the ARA Group holds 86.4% of LOGOS. The non-controlling interests (“NCI”) share in LOGOS’ reduced from 47.8% to 13.6% accordingly. This resulted in lower total comprehensive income attributable to NCI, and higher total comprehensive income attributable to ARA Group. The financial impact was computed based on LOGOS’ total comprehensive income for the year ended 31 December 2021 as disclosed in ARA’s audited consolidated financial statements. (7) The adjustment represents the estimated transaction costs of approximately US$25.3 million relating to ARA acquisition. (8) To retain the services of the ARA Group employees whose work is vital to the growth and continued success of the ARA Group and to incentivise and reward such employees, the Company will grant awards or other rights under the Share Incentive Plans to certain ARA Group employees following completion. The aggregate value of all such grants (calculated by reference to the net value of such grants as at their date of grant, being the share price at the relevant time net of any strike price or other exercise payment or threshold) is expected to be approximately US$27.7 million (when fully vested) and will be made in compliance with the terms of the Share Incentive Plans and the Listing Rules. (9) The LOGOS Founders have entered into LOGOS Revised SHA with ARA to govern their relationship as shareholders of LOGOS with effect from Completion. Pursuant to the LOGOS Revised SHA, on or shortly after the date falling three years after Completion, the Group will acquire the LOGOS shares held by the LOGOS Founders (the “LOGOS Minority Acquisition”) at fair market value, to be determined by an independent valuer at the time of such acquisition, subject to the LOGOS Consideration Cap of US$4.5 billion. The consideration for the LOGOS Minority Acquisition will be satisfied by an issue of new Shares based on the 60-day volume-weighted average price of the Shares to the LOGOS Founders and/or the payment of cash, at the Company’s election. As the number of consideration shares payable to the LOGOS Founders has not been fixed, the LOGOS Minority Acquisition consideration is not determinable at the date of annual report. E S R C A Y M A N L I M I T E D A N N U A L R E P O R T 2 0 2 1 245
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