[HONG KONG] Shareholders of ESR Group on Friday (Jun 13) approved the scheme resolution proposed by a consortium of investors to acquire and privatise the real estate fund manager.
The company is expected to delist from the Hong Kong Stock Exchange (HKSE) on Jul 3, said ESR in a statement.
At the scheme meeting held on Friday, over 99.97 per cent of the votes cast by disinterested shareholders in person or by proxy gave their nod of approval. All resolutions related to the scheme were also approved at the extraordinary general meeting.
Shareholders will receive the scheme consideration of HK$13 a share in cash – 55.7 per cent higher than the closing price of HK$8.35 a share on Apr 24, ESR’s last trading day before the submission of its non-binding privatisation proposal.
Overall, the proposed offer is valued at HK$55.2 billion (S$9.5 billion) on an equity basis, making it the largest privatisation from the HKSE since 2021.
ESR had received a non-binding and conditional privatisatsion proposal in April last year.
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A consortium of investors led by Starwood Capital Group, Sixth Street Partners and SSW Partners then made an offer to take the real estate fund manager private last December. The consortium includes private equity fund Warburg Pincus, sovereign wealth fund Qatar Investment Authority and ESR co-founders Stuart Gibson, Charles de Portes and Jeffrey Shen.
In a statement then, the consortium highlighted that the company needed to transition to an asset-light platform, re-focus on new economy sectors, simplify its current portfolio, realise cost synergies and optimise its balance sheet.
But these may come with short-term earnings fluctuations and are therefore best executed in a private setting. “The (proposed privatisation), if successful, would transform the company’s shareholder register to include highly experienced world-class investors, whose long-term capital will support (the company’s) strategic transformation and growth, while maintaining a prudent and effective governance structure that protects minority shareholders.”
Stuart Gibson and Jeffrey Shen, co-founders and co-chief executive officers of ESR, added in the Friday statement that the soon-to-be private company would be better positioned to focus on its long-term strategic transformation and value creation for all stakeholders.
ESR, which sponsors four real estate investment trusts in Singapore, has over US$150 billion in assets under management. It focuses on real estate assets such as warehouses and data centres in markets including Australia, China, India, Japan, New Zealand, Singapore and South Korea.