RESIGNATION OF DIRECTOR AND CONNECTED TRANSACTION.pdf by yan198555

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									The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this
announcement, makes no representation as to its accuracy or completeness and expressly disclaims
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part
of the contents of this announcement.




                          (Continued into Bermuda with limited liability)
                                       (Stock Code: 678)

   RESIGNATION OF DIRECTOR AND CONNECTED TRANSACTION

 The Board announces that Mr. Veitch has resigned as an executive Director of the
 Company with effect from 17 June 2008. The Company has entered into the
 Non-Competition Agreement with Mr. Veitch on 19 June 2008 for a consideration
 of US$10 million (approximately HK$78 million). Since the consideration of the
 Non-Competition Agreement falls below the threshold under Rule 14A.32 of the
 Listing Rules, it is exempted from independent shareholders’ approval
 requirement and is only subject to the reporting and announcement requirements
 set out under Rules 14A.45 and 14A.47 of the Listing Rules.

RESIGNATION OF DIRECTOR

The Board announces that Mr. Veitch has resigned as an executive Director of the
Company with effect from 17 June 2008. Mr. Veitch resigned as an executive Director
in order to concentrate on his role as president and chief executive officer of NCLC.
Mr. Veitch has confirmed that he has no disagreement with the Board and there is no
matter in relation to his resignation that needs to be brought to the attention of the
shareholders of the Company.

CONNECTED TRANSACTION

On 19 June 2008, the Company has entered into the Non-Competition Agreement
with Mr. Veitch whereby Mr. Veitch agrees, inter alia, that he will not engage in
businesses or employment that will compete with that of the Company in accordance
with the terms of the Non-Competition Agreement.




                                              — 1 —
Non-Competition Agreement

Date

19 June 2008

Parties

(1) The Company

(2) Mr. Veitch

Term

A term of five years commencing from 19 June 2008.

Consideration

The consideration of the Non-Competition Agreement is US$10 million
(approximately HK$78 million) which is paid to Mr. Veitch for agreeing not to
engage in businesses or employment that will compete with the Company in
accordance with the terms of the Non-Competition Agreement. The consideration
shall be paid by the Company from its internal resources.

The consideration was agreed upon arm’s length negotiation between the Company
and Mr. Veitch with reference to, inter alia, the duration of the Non-Competition
Agreement, the compensation packages for key personnel holding comparable
positions in other major international cruise lines for year 2007, the Company’s
likely risk of loss of business in the event that Mr. Veitch engaged or participated in
a competing enterprise, and the concerns of Mr. Veitch that he could become unable
to locate comparable gainful employment in the cruise industry as a result of the
Non-Competition Agreement for the term of the Non-Competition Agreement, and
also possibly thereafter. The Directors (including the independent non-executive
Directors) consider that the terms of the Non-Competition Agreement are fair and
reasonable, on normal commercial terms and in the interest of the Company and its
shareholders as a whole.

Reasons and Benefits

The Directors believe that it is in the interest of the Group to enter into the
Non-Competition Agreement with Mr. Veitch given that Mr. Veitch has significant
expertise and experience in the cruise industry generally, and has developed specific
insight and knowledge of various Asian markets as an executive Director of the
Company, in addition to extensive experience in other international markets as
president and chief executive officer of NCLC. The Company is expected to benefit
from the covenants of Mr. Veitch under the Non-Competition Agreement, which
promote and encourage a continued alignment of his interests with those of the
Company and its affiliates.


                                       — 2 —
INFORMATION ABOUT THE COMPANY

The principal activity of the Company is investment holding. The Company’s
subsidiaries are principally engaged in the business of cruise and cruise related
operations. The Group together with its jointly controlled entities currently has a
combined fleet of 20 vessels with about 32,000 lower berths in service with two
additional vessels and some 8,400 lower berths due to be delivered by 2010.

LISTING RULES

Mr. Veitch was an executive Director of the Company until 17 June 2008 and
therefore a connected person of the Company. Accordingly, the entering into of the
Non-Competition Agreement constitutes a connected transaction of the Company
under the Listing Rules. Since the consideration of the Non-Competition Agreement
falls below the threshold under Rule 14A.32 of the Listing Rules, it is exempted from
the independent shareholders’ approval requirement and is only subject to the
reporting and announcement requirements set out under Rules 14A.45 and 14A.47 of
the Listing Rules.

DEFINITIONS

Capitalised terms used in this announcement shall have the following meanings
unless the context requires otherwise:

“Board”                      the board of directors of the Company;

“Company”                    STAR CRUISES LIMITED, an exempted company
                             continued into Bermuda with limited liability and the
                             shares of which are listed on the Main Board of the
                             Stock Exchange and traded on the Central Limit Order
                             Book International of Singapore Exchange Securities
                             Trading Limited;

“Director”                   a director of the Company and “Directors” shall be
                             construed accordingly;

“Group”                      the Company and its subsidiaries;

“HK$”                        Hong Kong dollars, the lawful currency of Hong Kong;

“Hong Kong”                  the Hong Kong Special Administrative Region of the
                             People’s Republic of China;



                                      — 3 —
“Listing Rules”                   the Rules Governing the Listing of Securities on the
                                  Stock Exchange;

“Mr. Veitch”                      Mr. David Colin Sinclair Veitch, an executive Director
                                  of the Company until he resigned on 17 June 2008;

“NCLC”                            NCL Corporation Ltd., a company incorporated in
                                  Bermuda with limited liability which is owned as to
                                  50% by each of the Company and investment
                                  partnerships organized by Apollo Management, L.P.
                                  respectively;

“Non-Competition                  the agreement dated 19 June 2008 and entered into
 Agreement”                       between Mr. Veitch and the Company, whereby Mr.
                                  Veitch has agreed, inter alia, not to engage in businesses
                                  or employment that will compete with the business of
                                  the Company for a period of five years in accordance
                                  with the terms therein;

“Stock Exchange”                  The Stock Exchange of Hong Kong Limited;

“US$”                             United States dollars, the lawful currency of the United
                                  States of America; and

“%”                               Per cent.

                                                                        By Order of the Board
                                                                        Louisa Tam Suet Lin
                                                                         Company Secretary

Hong Kong, 19 June 2008

As at the date of this announcement, the Board comprises three Executive Directors, namely Tan Sri
Lim Kok Thay, Mr. Chong Chee Tut and Mr. William Ng Ko Seng, and four Independent Non-executive
Directors, namely Mr. Alan Howard Smith, Mr. Tan Boon Seng, Mr. Lim Lay Leng and Mr. Heah Sieu
Lay.

Unless otherwise specified, the conversion of US$ into HK$ is based on the exchange rate of US$1.00:
HK$7.80. No representation is made that the amounts stated in this announcement have been or could
have been or could be converted at the above rate.




                                              — 4 —

								
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