SJM Holdings Limited (stock code: 880) announced that on 20 November 2025, two of its subsidiaries, SJM – Investment Limited and SJM Resorts, Limited (collectively referred to as the Purchasers), entered into an Acquisition Agreement with vendors (indirectly wholly-owned by Director Ms. Leong) to acquire the entire issued share capital of Arc of Triumph Development Company Limited (Arc of Triumph Development). Arc of Triumph Development, together with its subsidiaries, Arc of Triumph Hotel Management Company Limited and LRA Property Management Company Limited (collectively the Target Group), principally holds and manages the L’Arc Hotel in Macau.
Under the agreement, the purchase price for the Target Company’s entire issued shares is set at MOP180,000 (approximately HK$174,757). The Purchasers will also procure repayment of the Target Group’s ICBC loan of up to HK$1,749,825,243, making the total amount payable at completion HK$1.75 billion. The agreement specifies that Ms. Leong and the Vendors will repay the remaining loan balance at completion, funded partly by a Loan Agreement with SJM Resorts. The loan to Ms. Leong will be HK$177,525,000, bearing an interest rate mirroring SJM Resorts’ existing credit facility terms, and will be secured by a share charge over certain shares in SJM Holdings Limited. The repayment term is three years.
Accompanying the acquisition is the termination of the existing L’Arc Services Agreement. Casino L’Arc Macau, located within the L’Arc Hotel and currently operated by SJM Resorts, will cease satellite operations on the date of completion, with the entire L’Arc Services Agreement terminating no later than 31 December 2025. Until regulatory approval is obtained for SJM Resorts to operate Casino L’Arc Macau directly, L’Arc Entertainment will not be entitled to any ongoing service fees.
The company states that the transaction is intended to consolidate its presence on the Macau Peninsula and align with its longer-term strategic objectives. SJM Holdings anticipates synergies arising from directly owning the L’Arc Hotel property and integrating its resources. The acquisition and loan arrangement constitute discloseable and connected transactions under Chapters 14 and 14A of the Listing Rules, requiring independent shareholders’ approval. Certain major shareholders of SJM Holdings have undertaken to support the resolutions at an upcoming extraordinary general meeting.
A circular containing more details, along with notices convening the required meeting, is expected to be dispatched to shareholders on or before 11 December 2025. Completion of the transaction remains subject to various conditions, including regulatory clearances, and may or may not proceed as planned.
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