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CORDLIFE GROUP LIMITED
| ANNUAL REPORT 2015
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015
41.
CAPITAL MANAGEMENT
(CONTINUED)
The Group is currently in a net cash position. The Group monitors capital using a total debt to total equity
ratio, which is interest-bearing borrowings and notes payable divided by total equity attributable to owners
of the Company.
Group
2015
2014
$’000
$’000
Interest-bearing borrowings
11,841
12,850
Notes payable
117,463
–
129,304
12,850
Equity attributable to owners of the Company
162,406
141,474
Total debt to total equity ratio
79.62%
9.08%
42.
EVENTS OCCURRING AFTER THE REPORTING PERIOD
On 14 September 2015, the Group has obtained shareholders’ approval in an Extraordinary General Meeting
in relation to the proposed sale of shares and the convertible note in China Cord Blood Corporation (“CCBC”)
to Golden Meditech Holdings Limited (“Meditech”).
The Group has agreed to sell to Meditech 7,314,015 ordinary shares of par value US$0.0001 per share in China
Cord Blood Corporation (“CCBC”) and a 7% senior unsecured convertible note due 3 October 2017 issued
by China Cord Blood Corporation to the Company in the principal amount of US$25,000,000, on the terms
and subject to the conditions of the conditional purchase agreement dated 8 May 2015 entered into by the
Group and Meditech.
Under the terms of the Agreement,
(a)
the total consideration for the sale of the Sale Shares (the “Share Consideration”) is the aggregate of (i)
US$46,809,696, being the product of the US$6.40 Base Acquisition Price and the total number of Sale
Shares (being 7,314,015) and (ii) if CCBC declares any distribution between the date of the Agreement
and the completion date of the Proposed Disposal (the “Completion Date”), the amount of distribution
per CCBC Share multiplied by 7,314,015, to the extent that such distribution is not paid to the Company
prior to the Completion Date; and
(b)
the total consideration for the sale of the Convertible Note (the “Note Consideration”) shall be the
aggregate of (i) US$5,100,000, (ii) US$56,377,728, being the product of the US$6.40 Base Acquisition
Price and the total number of Conversion Shares into which the Convertible Note is then convertible
(being 8,809,020) and (iii) the total amount of interest accrued but unpaid on the Convertible Note
during the period from 3 October 2014 to the Completion Date
1
and (iv) if CCBC declares any
distribution between the date of the Agreement and the Completion Date, the amount of distribution
per CCBC Share multiplied by 8,809,020, to the extent that such distribution is not paid to the Company
prior to the Completion Date.
