Announcement • Jul 02
Warburg Pincus LLC, Starwood Capital Group Management, L.L.C., Sixth Street Partners, LLC, SSW Partners, LP, Qatar Investment Authority, Stuart Gibson and Jinchu Shen completed the acquisition remaining 60.09% stake in ESR Group Limited (SEHK:1821) from APG Strategic Real Estate Pool NV managed by APG Asset Management NV, OMERS Administration Corporation, Sumitomo Mitsui Banking Corporation and Hwee Chiang Lim.
Warburg Pincus LLC, Starwood Capital Group Management, L.L.C., Sixth Street Partners, LLC, SSW Partners, LP, Qatar Investment Authority, Stuart Gibson and Jinchu Shen agreed to acquire remaining 60.09% stake in ESR Group Limited (SEHK:1821) from APG Strategic Real Estate Pool NV managed by APG Asset Management NV, OMERS Administration Corporation, Sumitomo Mitsui Banking Corporation and Hwee Chiang Lim for HKD 55.36 billion on December 4, 2024. As part of the acquisition approximately 2.55 billion shares are acquired. The Scheme will provide that, if it becomes effective, the Scheme Shares will be cancelled in exchange for either - Cash Alternative: Cancellation Price of HK$13.00 for every Scheme Share held or Share Alternative: one EquityCo Share for every Scheme Share held or Shareholders may elect the Cash Alternative or the Share Alternative or a combination of both the Cash Alternative and the Share Alternative in a proportion of their choosing as the form of Cancellation Consideration in respect of their entire holdings of Scheme Shares. However, the deal is considered as a cash deal, because the EquityCo is a newly created entity for the purpose of execution of the deal only.
As part of consideration, The Offeror is financing the entire cash amount required for the Proposal from the New Money Subscription Consideration from the New Money Consortium Members and the Offer Facility. The subscription amount is equivalent to HKD 16.7 billion ($2.1 billion) and the remaining part of the consideration will be funded from a loan facility of up to HKD 11.7 billion ($1.5 billion) made available to the Offeror by MUFG Bank, Ltd., Singapore Branch, Mizuho Bank, Ltd. and United Overseas Bank Limited.
The Board of Directors of ESR Group Limited formed a special committee for the transaction. The deal is conditional upon passing by the Shareholders at the EGM of a special resolution and court approval. As of January 8, 2025, As additional time is required for (i) the fulfilment of the Pre-Conditionsand (ii) preparing and finalizing certain information to be included in the Scheme Document, an application for consent has been made by the Company to the Executive for an extension of the time limit for despatching the Scheme Document and the Executive has granted consent to such extension to a date that is no later than seven days after the satisfaction or valid waiver of all the Pre-Conditions or 11 September 2025, whichever is the earlier. As of May 15, 2025, The Offeror has received the requisite approvals from the United Kingdom Financial Conduct Authority, the New Zealand Overseas. all of the Pre-Conditions have been fulfilled. With all the Pre-Conditions having been fulfilled, the implementation of the Proposal is only subject to the satisfaction or valid waiver (as applicable) of the Conditions, which include, amongst others, the approval of the Scheme at the Court Meeting. Investment Office, the SFC, the Monetary Authority of Singapore, the Guernsey Financial Services Commission, and the Korea Fair Trade Commission. On May 15. 2025, the Offeror received an additional irrevocable undertaking from John Edward Marsh. JM and his affiliates are interested in 32,074,310 Shares in aggregate, representing approximately 0.76% of the total issued share capital of the Company and approximately 1.26% of the Scheme Shares held by the Disinterested Shareholders as at the date of this announcement. On 7 March 2025, the Offeror received a non-binding letter of support from each of SK Inc. (“SK”) and MY.Alpha Management HK Advisors Limited (“MY.Alpha”), who is interested in 101,539,292 Shares (representing approximately 2.39% of the issued share capital of the Company and approximately 3.98% of the Shares held by Disinterested Shareholders) and 45,694,700 Shares (representing approximately 1.08% of the issued share capital of the Company and approximately 1.79% of the Shares held by Disinterested Shareholders). On April 28, 2025, the Grand Court of the Cayman Islands has directed a meeting of the Scheme Shareholders to be convened for the purpose of considering and, if thought fit, approving, with or without modification, a scheme of arrangement (the “Scheme”) proposed to be made between the Company and the Scheme Shareholders and that the Court Meeting will be held at 10:00 am (Hong Kong time) on Friday, June 13, 2025. The Scheme will be subject to the subsequent sanction of the Court. The scheme is expected to be effective on June 30, 2025. As of June 8, 2025, The Straits Trading Company announced as sought a confirmation that SGX-ST has no objection in granting the Company a waiver from compliance with Listing Rule 1014(2) with regards to the Proposed Transaction (the “Waiver”). As of June 20, 2025 The Scheme was sanctioned by the Court.
Morgan Stanley Asia Limited, Deutsche Bank Aktiengesellschaft, Goldman Sachs LLC and UBS Group AG acted as financial advisors to the offerors. Citigroup Inc. acted as financial advisor for ESR Group Limited. Linklaters advises on the financing for the proposed take-private of ESR Group. Amy Beckingham, Simon Cooke, Terris Tang, Richard Watkins, Stephen Shi, Michael Ning, Clare Scott, Elyn Xing, Simon Hawkins, Farhana Sharmeen, Andrew Bishop, Christopher D. Frey, Helen Lethaby, Max Hauser, Jana Dammann, Ruchi Gill, Kendall Burnett, Sarah Gadd and Sharon Lau of Latham & Watkins LLP and Joey Chau, Daniel Borg, Lloyd Robertson-Jones, Annette Baillie, James Collins, Brian Ho, Andrew McAlpine, Nelson Ni, Tian Sun, Art Ward, Paul Sampson, Matthew Jobson, Alex Brodkin, Jonathan A. Schechter, P.C., Christopher L. Hartmann, P.C., Andrew F. Shiner, David L. Perechocky, Sky Kim and Satyen Dhana of Kirkland & Ellis acted as legal advisors to the buyers. Citigroup Global Markets Asia Limited acted as financial advisor, and Edward Freeman, Grace Huang, Danny Li, Cindy Kwong, Matthew O’Callaghan, Stephanie Chiu, Christine Laciak, Aimen Mir, Alastair Mordaunt, Laurent Bougard, Daniel Cendan and Matthew Haggans of Freshfields Bruckhaus Deringer LLP, Hong Kong acted as legal advisors to ESR Group. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Sixth Street Partners, LLC. Anglo Chinese Corporate Finance, Limited acted as financial advisor to Independent Board Committee of ESR Group. Computershare Hong Kong Investor Services Limited acted as registrar to ESR Group Limited.
Warburg Pincus LLC, Starwood Capital Group Management, L.L.C., Sixth Street Partners, LLC, SSW Partners, LP, Qatar Investment Authority, Stuart Gibson and Jinchu Shen completed the acquisition remaining 60.09% stake in ESR Group Limited (SEHK:1821) from APG Strategic Real Estate Pool NV managed by APG Asset Management NV, OMERS Administration Corporation, Sumitomo Mitsui Banking Corporation and Hwee Chiang Lim on June 30, 2025. As a result of the Acquisition, the Consortium will indirectly own 100% of the Manager and will therefore become an associate of the Manager and a connected person of Fortune REIT.