Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Today, I was the first analyst to gain access to <a href="https://www.smartkarma.com/entities/esr-group-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR (1821 HK)</a>'s lesser-known shareholder register, a byproduct of investigative disclosure reports under s329 of the Securities and Futures Ordinance.</li>
<li>This is the same register discussed in<a href="https://www.smartkarma.com/compose/insight/188795/Giordano%20(709%20HK):%20A%20Closer%20Look%20At%20The%20Shareholder%20Register%20Ahead%20Of%20The%20SGM.%20Read%20more:%20https:/skr.ma/jafza" target="_blank" rel="noopener"> Giordano (709 HK): A Closer Look At The Shareholder Register Ahead Of The SGM</a> and<a href="https://www.smartkarma.com/compose/insight/188795/L'Occitane%20(973%20HK):%20Who%20Owns%20What,%20And%20When.%20Read%20more:%20https:/skr.ma/Zg7gC" target="_blank" rel="noopener"> L'Occitane (973 HK): Who Owns What, And When</a>
</li>
<li>It is also used by proxy solicitors. My takeaway, still, is that this Offer is a done deal. But yes; there are a few shareholder activists lurking in the register. </li>
</ul>


Today, I was the first analyst to gain access to ESR (1821 HK)'s lesser-known shareholder register, a byproduct of investigative disclosure reports under s329 of the Securities and Futures Ordinance.
This is the same register discussed in Giordano (709 HK): A Closer Look At The Shareholder Register Ahead Of The SGM and L'Occitane (973 HK): Who Owns What, And When

It is also used by proxy solicitors. My takeaway, still, is that this Offer is a done deal. But yes; there are a few shareholder activists lurking in the register. 


ESR (1821 HK): A Shareholder Register Look-Through

<ul>
<li>On the 4th December 2024, the Starwood/Warburg Pincus Consortium announced a firm pre-conditional Offer for <a href="https://www.smartkarma.com/entities/esr-group-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Group (1821 HK)</a> at HK$13/share (best &amp; final), by way of a Scheme.</li>
<li>There was a raft of pre-cons, however processing went like clockwork, and all were satisfied by the 15th May.  </li>
<li>
The Scheme Doc is now <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0521/2025052101197.pdf" target="_blank" rel="noopener">out</a>, with a Court Meeting on the 13th June, and payment on or before the 10th July. The IFA (Anglo Chinese) says "fair &amp; reasonable".</li>
</ul>


On the 4th December 2024, the Starwood/Warburg Pincus Consortium announced a firm pre-conditional Offer for ESR Group (1821 HK) at HK$13/share (best &amp; final), by way of a Scheme.
There was a raft of pre-cons, however processing went like clockwork, and all were satisfied by the 15th May.  

The Scheme Doc is now out, with a Court Meeting on the 13th June, and payment on or before the 10th July. The IFA (Anglo Chinese) says "fair &amp; reasonable".


ESR (1821 HK): 13th June Vote On Starwood/Warburg's Offer

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/esr-group-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Group (1821 HK)</a>’s IFA opines that the consortium’s HK$13.00 offer is fair and reasonable. The vote is on 13 June. </li>
<li>Key conditions include approval by at least 75% of independent shareholders (&lt;10% of independent shareholders rejection). The offer price is final.</li>
<li>This is a done deal due to the substantial irrevocables. At the last close and for the 10 July payment, the gross/annualised spread is 1.3%/9.12%.</li>
</ul>



ESR Group (1821 HK)’s IFA opines that the consortium’s HK$13.00 offer is fair and reasonable. The vote is on 13 June. 
Key conditions include approval by at least 75% of independent shareholders (&lt;10% of independent shareholders rejection). The offer price is final.
This is a done deal due to the substantial irrevocables. At the last close and for the 10 July payment, the gross/annualised spread is 1.3%/9.12%.


ESR Group (1821 HK): Done Deal as Scheme Vote on 13 June

<ul>
<li>Bloomberg <a href="https://news.bloomberglaw.com/mergers-and-acquisitions/esr-bidders-said-to-weigh-bringing-in-more-investors-for-buyout" target="_blank" rel="noopener">reports</a> that the bidding consortium is in talks to bring in other partners, such as QIA, PIF, and CPP Investment Board, to aid in privatising <a href="https://www.smartkarma.com/entities/esr-group-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Group (1821 HK)</a>.</li>
<li>Warburg Pincus and OMERS have blocking stakes for a Cayman scheme. Warburg Pincus is seemingly supportive, and the consortium’s expansion talks suggest confidence in meeting OMERS’ price expectations.</li>
<li>Our best guess is that an offer is around HK$14.00. ESR’s current valuation is undemanding, with its forward EV/EBITDA multiple at a 40% discount compared to the median peers’ multiple.</li>
</ul>


Bloomberg reports that the bidding consortium is in talks to bring in other partners, such as QIA, PIF, and CPP Investment Board, to aid in privatising ESR Group (1821 HK).
Warburg Pincus and OMERS have blocking stakes for a Cayman scheme. Warburg Pincus is seemingly supportive, and the consortium’s expansion talks suggest confidence in meeting OMERS’ price expectations.
Our best guess is that an offer is around HK$14.00. ESR’s current valuation is undemanding, with its forward EV/EBITDA multiple at a 40% discount compared to the median peers’ multiple.


ESR Group (1821 HK): Consortium’s Expansion Talks Suggest Progress

<ul>
<li>Back in February this year, various media sources reported that the key shareholders of warehouse/fund management play <a href="https://www.smartkarma.com/entities/esr-group-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Group (1821 HK)</a>, were exploring options, including a privatisation.</li>
<li>Long-Term holders Warburg Pincus and Canadian pension fund OMERS hold 14% and 10.7% respectively. ESR co-founders/directors Jeffrey Shen, Stuart Gibson, Charles de Portes, and Hwee Chiang collectively hold another ~23%.</li>
<li>Shares in ESR were <a href="https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0513/2024051300060.pdf" target="_blank" rel="noopener">suspended</a> this morning "pursuant to the Hong Kong Code on Takeovers and Mergers".</li>
</ul>


Back in February this year, various media sources reported that the key shareholders of warehouse/fund management play ESR Group (1821 HK), were exploring options, including a privatisation.
Long-Term holders Warburg Pincus and Canadian pension fund OMERS hold 14% and 10.7% respectively. ESR co-founders/directors Jeffrey Shen, Stuart Gibson, Charles de Portes, and Hwee Chiang collectively hold another ~23%.
Shares in ESR were suspended this morning "pursuant to the Hong Kong Code on Takeovers and Mergers".


China

ESR Group Limited operates as an integrated logistics real estate platform. The Company provides real estate private equity fund management, real estate investment trust, and other services. ESR Group conducts businesses in China, Japan, South Korea, Australia, Singapore, India, New Zealand, and other countries.

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ESR Group (1821 HK)

ESR (1821 HK): A Shareholder Register Look-Through

I don't see anyting material or untoward in the s329 register. 56.54% of disinterested shares are supportive. If 10th July payment, this is trading...

David Blennerhassett

ESR (1821 HK): 13th June Vote On Starwood/Warburg's Offer

This was a done deal from the onset. 56.54% of disinterested shares are supportive. Assuming 10th July payment, at $12.84/share, this is trading...

David Blennerhassett

ESR Group (1821 HK): Done Deal as Scheme Vote on 13 June

This is a done deal due to the substantial irrevocables. At the last close and for the 10 July payment, the gross/annualised spread is 1.3%/9.12%.

Arun George

ESR Group (1821 HK): Consortium’s Expansion Talks Suggest Progress

The probability of an offer remains high, and the latest Bloomberg reports suggest progress towards a binding proposal. Our best guess is that an...

Arun George

ESR Group (1821 HK): Offer Musings

As it expands throughout the region, it is arguable ESR has been unfairly penalised by HKEx's protracted bear run. A move away from the HKEx does...

David Blennerhassett

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