Scheme of Arrangement to Take ESR Group Private

Please find below relevant documents relating to the Proposal, in particular the 3.5 Announcement, Investor Presentation, the Proposed Articles of Association for EquityCo, and the Joint Press Release

Relevant Proposal Documents

About the Consortium Members

Starwood Capital Group and its co-investors

Starwood Capital Group is a private investment firm with a primary core focus on global real estate. Starwood Capital Group and its affiliates maintain 16 offices in seven countries around the world, and currently have more than 5,000 employees. Since its inception in 1991, Starwood Capital Group has raised over US$80 billion of capital and currently has approximately US$115 billion of assets under management. Through a series of comingled opportunity funds and Starwood Real Estate Income Trust, Inc. (SREIT), a non-listed REIT, Starwood Capital Group has invested in virtually every category of real estate on a global basis, opportunistically shifting asset classes, geographies and positions in the capital stack as it perceives risk/reward dynamics to be evolving. Starwood Capital also manages Starwood Property Trust (NYSE: STWD), the largest commercial mortgage real estate investment trust in the United States, which has successfully deployed over US$100 billion of capital since inception and manages a portfolio of over US$26 billion across debt and equity investments. Over the past 33 years, Starwood Capital Group and its affiliates have successfully executed an investment strategy that involves building enterprises in both the private and public markets.

Alpha Wave is a global investment company with three main verticals: private equity, private credit, and public markets. It is led by Rick Gerson, Navroz Udwadia, and Ryan Khoury. Alpha Wave’s flagship global private equity fund, Alpha Wave Ventures, aims to invest in best-in-class growth-stage companies and endeavours to be helpful long-term partners to the founders and management teams. Alpha Wave has offices in Miami, New York, London, Monaco, Madrid, Abu Dhabi, Tel Aviv, Bangalore, and Sydney.
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Sixth Street

Sixth Street is a global investment firm with over $80 billion in assets under management and committed capital. Sixth Street uses its long-term flexible capital, data-enabled capabilities, and One Team culture to develop themes and offer solutions to companies across all stages of growth. The firm’s dedicated global real estate team partners with property managers and institutional investors to acquire, finance, and provide servicing expertise across the global real estate sector. Founded in 2009, Sixth Street has more than 650 team members including over 250 investment professionals operating around the world.

SSW Partners

SSW Partners is a New York-based investment firm that invests in high-quality businesses and collaborates with partners to create enduring value for all stakeholders. It focuses on businesses that consistently invest in their products and people, have built their reputations based on the quality of the goods they produce or services they provide, who have demonstrated the capacity for innovation and constant improvement, and who prioritise the interests of all stakeholders, including employees, customers, owners and the communities in which the businesses operate. In 2022, SSW Partners, LP partnered with Qualcomm to lead the successful privatisation of Veoneer, a Swedish provider of automotive technology, which it acquired for US$4.6 billion in an all-cash transaction.

Qatar Investment Authority (“QIA”)

QIA is the sovereign wealth fund of the State of Qatar. QIA was founded in 2005 to invest and manage the state reserve funds. QIA is among the largest and most active sovereign wealth funds globally. QIA invests across a wide range of asset classes and regions as well as in partnership with leading institutions around the world to build a global and diversified investment portfolio with a long-term perspective that can deliver sustainable returns and contribute to the prosperity of the State of Qatar.

Warburg Pincus

Warburg Pincus LLC is the pioneer of private equity global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $86 billion in assets under management, and more than 230 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,000 companies across its private equity, real estate, and capital solutions strategies.

The Founders of ESR Group

Mr. Jinchu Shen and Mr. Stuart Gibson are the Co-CEOs and executive Directors of the Company, and Mr. Charles Alexander Portes is a non-executive Director. The Founders each founded a part of the business of the Group which then merged to form the Company. The Founders continued to lead the expansion of the business of the Group throughout APAC and the Shares became listed on the Main Board of the Stock Exchange on 1 November 2019.

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IMPORTANT NOTICE

IMPORTANT: Please read this notice carefully – it applies to all persons who view this section of the website and, depending upon who you are and where you live, it may affect your rights. Please note that the notice set out below may be altered or updated. You should read it in full each time you visit this section of the website.

Overseas Persons

This section of the website contains information on the proposed privatisation of ESR Group Limited (the “Company”) by MEGA BidCo (the “Offeror”) by way of a scheme of arrangement under section 86 of the Companies Act (2023 Revision) of the Cayman Islands (the “Proposal”). Any person resident outside the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) who wishes to view this section of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so.

By entering this section of the website you warrant that either you are a person resident within Hong Kong or that you are not subject to any local requirements prohibiting or restricting you from so doing.

By entering this section of the website you warrant that either you are a person resident within Hong Kong or that you are not subject to any local requirements prohibiting or restricting you from so doing.

This section of the website does not constitute an offer or invitation to buy or sell securities.

Please note that this section of the website is provided for information only. Nothing on this section of the website constitutes (a) an invitation or offer to acquire, purchase or subscribe for securities of the Offeror, the Company or any other entity, (b) a solicitation of any vote or approval in any jurisdiction, or (c) investment advice.

The full terms and conditions of the Proposal will be contained in the scheme document in relation to the Proposal (the “Scheme Document”) to be posted to the relevant shareholders of the Company separately. Any investment decision with respect to the exercise of the rights attached to any securities mentioned on this section of the website must be made exclusively on the basis of the Scheme Document including any supplements thereto and not on the basis of the information provided on this section of the website.

Before making any investment decision, or exercising any right attaching to a share or other security, you should seek appropriate advice from a lawyer, stockbroker, or other professional adviser (in each case qualified and/or authorised).

General

This section of the website has been prepared solely for the purpose of providing information about the Proposal. The Company reserves the right to add, modify or delete any information on this section of the website at any time.

Definitions and headings

The definitions used in the announcement jointly published by the Company and the Offeror on 4 December 2024 in relation to the Proposal apply throughout this notice unless otherwise defined. Headings in this notice are provided for information and convenience only and should not be treated as affecting its meaning.

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Responsibility Statement

The information contained in this section of the website has been supplied by the Company. The release of information in this section of the website has been approved by the directors of the Company. The directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this section of the website (other than information relating to the Offeror and the Offeror Concert Parties), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this section of the website by the directors of the Company (other than those expressed by the directors of the Offeror and the respective directors of the Consortium Members in their capacities as such) have been arrived at after due and careful consideration and there are no other facts not contained in this section of the website, the omission of which would make any statement in this section of the website misleading.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this section of the website relating to the EquityCo Group and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this section of the website by the directors of the Offeror have been arrived at after due and careful consideration and there are no other facts not contained in this section of the website, the omission of which would make any statement in this section of the website misleading.

The Starwood Entities Responsible Persons jointly and severally accept full responsibility for the accuracy of the information contained in this section of the website relating to the Starwood Entities and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this section of the website by the Starwood Entities Responsible Persons have been arrived at after due and careful consideration and there are no other facts not contained in this section of the website, the omission of which would make any statement in this section of the website misleading.

The SSW Responsible Persons jointly and severally accept full responsibility for the accuracy of the information contained in this section of the website relating to the SSW Entities and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this section of the website by the SSW Responsible Persons have been arrived at after due and careful consideration and there are no other facts not contained in this section of the website, the omission of which would make any statement in this section of the website misleading.

The managers of the Sixth Street entity jointly and severally accept full responsibility for the accuracy of the information contained in this section of the website relating to the Sixth Street entity and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this section of the website by the board of managers of the Sixth Street entity have been arrived at after due and careful consideration and there are no other facts not contained in this section of the website, the omission of which would make any statement in this section of the website misleading.

The directors of each of the WP Entities jointly and severally accept full responsibility for the accuracy of the information contained in this section of the website relating to the WP Entities and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this section of the website by the directors of the WP Entities have been arrived at after due and careful consideration and there are no other facts not contained in this section of the website, the omission of which would make any statement in this section of the website misleading.

The director of Laurels accepts full responsibility for the accuracy of the information contained in this section of the website relating to Laurels and Mr. Jinchu Shen and confirm, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this section of the website by the director of Laurels and Mr. Jinchu Shen (other than those expressed by Mr. Jinchu Shen in his capacity as a Director) have been arrived at after due and careful consideration and there are no other facts not contained in this section of the website, the omission of which would make any statement in this section of the website misleading.

The directors of Redwood II jointly and severally accept full responsibility for the accuracy of the information contained in this section of the website relating to Redwood II, Redwood, Mr. Stuart Gibson and Mr. Charles Alexander Portes and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this section of the website by the directors of the Redwood II, Mr. Stuart Gibson and Mr. Charles Alexander Portes (other than those expressed by Mr. Stuart Gibson and Mr. Charles Alexander Portes in their capacity as Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this section of the website, the omission of which would make any statement in this section of the website misleading.

The directors of Qatar Holding jointly and severally accept full responsibility for the accuracy of the information contained in this section of the website relating to Qatar Holding and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this section of the website by the directors of Qatar Holding have been arrived at after due and careful consideration and there are no other facts not contained in this section of the website, the omission of which would make any statement in this section of the website misleading.

Governing law

Use of this section of the website and downloads from it, and the operation of these terms and conditions, shall be governed in accordance with Hong Kong law. The courts of Hong Kong shall have exclusive jurisdiction over any dispute arising out of your use of this section of the website.

In the event that any or any part of the terms contained in these terms and conditions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term shall to that extent be severed from the remaining terms which shall continue to be valid and enforceable to the fullest extent permitted by law.

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