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Acquisitions of Subsidiaries
12 Months Ended
Dec. 31, 2023
Business Combinations [Abstract]  
Acquisitions Of Subsidiaries
33.
ACQUISITIONS OF SUBSIDIARIES
(a) Acquisition during year ended December 31, 2023
(i) Acquisition of AMTD Assets
In August 2022, the Group had entered into certain agreements pursuant to which the Group acquired 96.1% of the equity interest in AMTD Assets, which holds a global portfolio of premium whole building properties, from AMTD Group at a consideration, which was agreed to settle by 30,875,576 Class B ordinary shares of the Company (“Consideration Shares”) at agreed share price of US$8.68 per share of the Company for the Group’s expansion to hotel operations, hospitality and VIP services business. Following the completion of the above transaction, the Company injected AMTD Assets into AMTD Digital at the same consideration.
The transaction was completed and AMTD Assets was consolidated by the Group since February 6, 2023 based on business combination under common control using predecessor accounting. The difference between the consideration and the net asset value of AMTD Assets, amounting to approximately US$275,154, was recorded in capital reserve within the consolidated statement of changes in equity. The Consideration Shares were settled by treasury shares of the Company with repurchase price of US$268,000.
No acquisition-related cost has been recognized as an expense for the year ended December 31, 2023.
 
 
Assets acquired and liabilities recognized at the date of acquisition
 
    
US$
 
Interests in joint ventures
     24,726  
Property, plant and equipment
     135,592  
Cash and bank balances
     3,860  
Accounts receivable
     527  
Prepayments, deposits and other receivables
     20,365  
Amount due from a
non-controlling
shareholder
     637  
Account payable
     (311
Accruals and other payables
     (2,269
Bank borrowings
     (50,849
Amount due to a
non-controlling
shareholder
     (53,464
Amount due to AMTD Group
     (81,968
  
 
 
 
     (3,154
  
 
 
 
Reserve arising on acquisition:
 
    
US$
 
Consideration transferred
     268,000  
Plus: non-controlling interests of AMTD Digital
     (1,019
Plus:
non-controlling
interests of AMTD Assets
     (336
Plus:
non-controlling
interests of AMTD Assets’ subsidiaries
     5,355  
Less: recognized amounts of net liabilities acquired
     3,154  
  
 
 
 
     275,154  
  
 
 
 
Net cash inflow on acquisition of AMTD Assets
 
    
US$
 
Cash consideration paid
     —   
Add: cash and cash equivalent balances acquired
     3,860  
  
 
 
 
     3,860  
  
 
 
 
(ii) Acquisition of The Art Newspaper SA
During the year ended December 31, 2023, the Company acquired 100% equity interest of The Art Newspaper SA, a limited company incorporated in Switzerland. The consideration of the acquisition was paid by cash amounting to US$2,540, 8,688,525 shares of the Company and 380,065 shares of AMTD Digital as well as a bonus element of EUR2,888,888 which will be settled by the shares of the Company on the 540th day following the completion of acquisition. The total consideration is approximately US$16,831. The transaction was completed and The Art Newspaper SA became a consolidated subsidiary of the Company since October 20, 2023 using acquisition accounting. As of end of the reporting period, the initial recognition and measurement of intangible assets acquired has not been completed. Accordingly, the purchase price allocation and accounting of the acquisition is not complete and on a provisional basis.
Those
 
 
provisional
amounts may be adjusted during the measurement period or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.
No
acquisition-related cost has been recognized as an expense for the year ended December 31, 2023.
Consideration
transferred
 
    
US$
 
Cash
     2,540  
Ordinary shares of the Company
     5,607  
Ordinary shares of AMTD Digital
     5,607  
Other consideration payable
     3,077  
  
 
 
 
Net assets acquired
     16,831  
  
 
 
 
Assets acquired and liabilities recognized at the date of acquisition
 
    
US$
 
Cash and bank balances
     27  
Accounts receivable
     674  
Prepayments, other receivables and deposits
     301  
Property, plant and equipment
     333  
Intangible assets
     25,392  
Accounts payables
     (402
Other payables and accruals
     (2,068
Bank borrowings
     (37
Deferred tax liabilities
     (2,920
  
 
 
 
Net assets acquired
     21,300  
  
 
 
 
The gross contractual amounts of accounts and other receivables as of the date of acquisition amounted to US$975. No accounts receivable and other receivables were expected to be uncollectible.
Gain arising on acquisition:
 
    
US$
 
Recognized amounts of net payable assets acquired
     21,300  
Less: consideration paid/payable
     (16,831
  
 
 
 
     4,469  
  
 
 
 
Bargain purchase gain amounting to US$4,469 acquisition
of The Art Newspaper SA is recognized in profit or loss within the other gain line item in the consolidated statement of profit or loss and other comprehensive income. The transaction resulted in a bargain purchase gain, reflecting the financial and operating conditions of the acquiree at the time of acquisition and our competitive bargaining strategy over the seller.
 
 
Net cash outflow on acquisition of The Art Newspaper SA
 
    
US$
 
Cash consideration paid
     (2,540
Less: cash and cash equivalents balances acquired
     27  
  
 
 
 
     (2,513
  
 
 
 
Impact of acquisition on the results of the Group
Included in the consolidated
 
profit for the year ended December 31, 2023 is the profit of US$
45
attributable to the business generated by The Art Newspaper SA. Revenue for the year ended December 31, 2023 includes US$
2
million generated from the acquisition.
Had the acquisition of The Art Newspaper SA been completed on January 1, 2023, revenue for the year of the Group would have been US$135 million, and profit for the year would have been US$152.4 million. The pro forma information
is
for illustrative purposes only and is not necessarily an indication of revenue and
 
results of the operations of the Group that actually would have been achieved had the acquisition been completed on January 1, 2023, nor is it intended to be a projection of future events.
(b) Acquisition during the year ended December 31, 2022
(i) Acquisition of AMTD Digital
In February 2022, the Company acquired an 82.7% shareholding of AMTD Digital by issuing new Class A and Class B shares to the selling shareholders of AMTD Digital at a consideration of approximately US$993 million, which was based on the agreed share price of US$8.38 per share of the Company. The transaction was completed and AMTD Digital became a consolidated subsidiary of the Company since March 1, 2022 based on business combination under common control using predecessor accounting prospectively. The original 14.4% equity interest in AMTD Digital, accounted for as financial assets at fair value through profit or loss, was derecognized upon consolidation of AMTD Digital. The difference between the consideration and the net asset value of AMTD Digital, amounting to approximately US$774,197, was recorded in capital reserve within the statement of changes in equity.
Consideration transferred
 
    
US$
 
Fair value of previously held equity interest
     162,747  
Ordinary shares of the Company
     992,645  
  
 
 
 
     1,155,392  
  
 
 
 
No acquisition-related cost has been recognized as an expense for the year ended December 31, 2022.
 
Assets acquired and liabilities recognized at the date of acquisition
 
    
US$
 
Intangible assets
     4,808  
Goodwill
     7,509  
Property, plant and equipment
     18  
Other assets
     1,753  
Cash and bank balances
     13,051  
Accounts receivable
     7,519  
Prepayments, deposits and other receivables
     35,581  
Due from immediate holding company
     317,991  
Financial assets at fair value through profit or loss
     21,199  
Account payable
     (1,119
Accruals and other payables
     (8,647
Tax payable
     (3,611
Deferred tax liabilities
     (762
  
 
 
 
Total identifiable net assets
     395,290  
  
 
 
 
Reserve arising on acquisition:
 
    
US$
 
Consideration transferred
     1,155,392  
Plus:
non-controlling
interests (2.91%)
     11,427  
Plus: non-controlling interests of AMTD Digital’s subsidiaries
     2,668  
Less: recognized amounts of net assets acquired
     (395,290
  
 
 
 
     774,197  
  
 
 
 
Net cash inflow on acquisition of AMTD Digital:
 
    
US$
 
Cash consideration paid
     —   
Add: cash and cash equivalent balances acquired
     13,051  
  
 
 
 
     13,051  
  
 
 
 
(ii) Acquisition of L’Officiel
The Company acquired 100% equity interest of L’Officiel. The cash consideration amounted to US$62,800. The
transaction was completed on April 20, 2022 and accounted for using acquisition accounting.
 
Consideration transferred
 
    
US$
 
Cash
     62,800  
  
 
 
 
No
acquisition-related cost has been recognized as an expense for the year ended December 31, 2022.
Assets acquired and liabilities recognized at the date of acquisition
 
    
US$
 
Cash and bank balances
     247  
Restricted cash
     477  
Accounts receivable
     1,855  
Prepayments, other receivables and deposits
     2,745  
Intangible assets
     92,294  
Accounts payables
     (11,489
Other payables and accruals
     (11,033
Provisions
     (4,094
Bank borrowings
     (585
Deferred tax liabilities
     (2,769
  
 
 
 
Net assets acquired
     67,648  
  
 
 
 
  
The fair values and gross contractual amounts of accounts receivable and other receivables at the date of acquisition amounted to of US$1,855 and US$2,492, respectively. No accounts receivable and other receivables
 
were expected to be uncollectible.
Gain arising on acquisition:
 
    
US$
 
Recognized amounts of net assets acquired
     67,648  
Less: consideration paid
     (62,800
  
 
 
 
     4,848  
  
 
 
 
Bargain
 
purchase gain amounting to US$4,848 on acquisition of L’Officiel is
recognized
in profit
or
loss within the other gain line item in the consolidated statement of profit or loss and other comprehensive income. The transaction resulted in a bargain purchase gain, reflecting the financial and operating conditions of the acquiree at the time of acquisition.
Net cash outflow on acquisition of L’Officiel
 
    
US$
 
Cash consideration paid
     (62,800
Less: cash and cash equivalents balances acquired
     247  
  
 
 
 
     (62,553
  
 
 
 
 
 
Impact of acquisition on the results of the Group
Included in the consolidated
profit for the year ended December 31, 2022 is the profit of US$
2.7
 million attributable to the business generated by L’Officiel. Revenue for the year ended December 31, 2022 includes US$
4.7
 million generated from the acquisition.
 
Had the acquisition of L’Officiel been completed on January 1, 2022, revenue for the year of the Group would have been US$177.0 million, and profit for the year would have been US$159.0 million. The pro forma information
is
for illustrative purposes only and is not necessarily an indication of revenue and results of the operations of the Group that actually would have been achieved had the acquisition been completed on January 1, 2022, nor is it intended to be a projection of future events.