(Hong Kong, 24 March 2015) China Overseas Land & Investment Limited (the “Company”; stock code: 00688.HK) announces that the Company has reached an agreement on an intended asset injection with China State Construction Engineering Corporation Limited (“CSCECL”) to acquire CSCECL’s property projects located in the PRC and in London, United Kingdom (save for real estate projects operated by CSCECL subsidiary construction bureaus and design institutes). The total consideration for the acquisition is RMB33,816.8 million (equivalent to approximately HK$42,806.1 million).
The property projects involved in the acquisition agreement have a total GFA of 10.9 million sq.m.. These projects are at various development stages and are located in Beijing, Shanghai, Tianjin, Chongqing, Suzhou, Chengdu, Xi’an, Urumqi, Changsha, Weifang, Zibo in the PRC, and London in the United Kingdom. To complete the acquisition, the Company will pay CSCECL an equity consideration of RMB1,823,928,427 (equivalent to approximately HK$2,308.8 million) and assume RMB31,992.9 million (equivalent to approximately HK$40,497.3 million) shareholders’ loans of the property projects. In addition, the Company will issue new shares to China Overseas Holdings Limited (“COHL”), the direct controlling shareholder of the Company at HK$25.38 per share. The share subscription by COHL will amount to HK$42,806,057,107.50 (equivalent to approximately RMB33,816.8 million). Upon completion of the transactions, the land bank of the Company will increase from currently 37.4 million sq.m. to 48.3 million sq.m., further expanding the footprint of the Company’s property business in the PRC.
The above-mentioned agreements regarding acquisition and share subscription are subject to approvals in the general meeting and by relevant regulatory authorities.
As at the date of the transaction announcement, COHL, the direct controlling shareholder of the Company, and its wholly-owned subsidiary Silver Lot Development Limited, are interested in approximately 53.18% of the total issued share capital of the Company. Upon completion of the acquisition and share subscription, COHL and its wholly-own subsidiary Silver Lot Development Limited will be interested in approximately 61.18% of the total issued share capital of the Company.
The transactions are beneficial to the Company’s future growth and further development:
1. CSCECL will complete the consolidation of its directly-operated ordinary real estate development business through the transactions and reinforce the Company’s position as the primary platform of CSCECL’s property development business. CSCECL, as the controlling shareholder, will leverage on its own resources to continue providing full support to the Company’s development, enhancing the Company’s competitive advantage and market position. In addition, CSCECL undertakes that it will in principle not engage itself in any new directly-operated ordinary real estate development business in the PRC, Hong Kong, Macau and London, save for the property development business conducted by its subsidiary construction bureaus and design institutes.
2. The acquisition will increase the Company’s land bank in major first- and second-tier cities in the PRC, which is strategically important to the Company’s long-term business development. The property projects in the acquisition are mainly located in first-tier cities such as Beijing and Shanghai, as well as major second-tier cities such as Tianjin, Chongqing, Suzhou, Chengdu and Xi’an. As the demand for quality residential and commercial properties continues to increase, the Company is confident in the prospects of the real estate market in the PRC. After acquiring the property assets, the Company’s market share in promising first- and second-tier cities will be effectively enhanced.
3. The acquisition will provide the Company with new growth drivers for its strategic expansion and will be able to contribute to the Company’s contracted sales, cash flows, profit growth as well as revenue (in terms of both sale revenue and rental income) soon after the completion. The property portfolio in the acquisition is at various development stages, comprising mainly properties for sale and some commercial properties for investment purposes.
4. Alongside the acquisition, the share subscription will enlarge the share capital and strengthen the capital base of the Company, optimizing the capital structure and enhancing the financial flexibility. This is beneficial for the Company to seize suitable business development and investment opportunities at all times.
The details of the transactions have been uploaded to the Company’s website. Please visit www.coli.com.hk/en .
Related news
