Beijing Capital Group Co., Ltd.’s US$681 Million Privatisation Of Beijing Capital Land Ltd.

Slaughter and May advised China International Capital Corporation Hong Kong Securities Limited on the deal. Norton Rose Fulbright advised Beijing Capital Land Ltd. Clifford Chance advised Beijing Capital Group Co., Ltd.

China International Capital Corporation Hong Kong Securities Limited (CICC) acted as financial adviser to Beijing Capital Group Co., Ltd. (Beijing Capital Group) on the proposed privatisation, through its wholly-owned subsidiary, of Beijing Capital Land Ltd. (Beijing Capital Land), a company incorporated in the PRC and listed on the Hong Kong Stock Exchange. The privatisation will be implemented by way of merger by absorption.

The privatisation proposal was announced on 9 July 2021. The amounts of aggregate cancellation price required to cancel (i) the H Shares held by H Shareholders and (ii) the Non-H Foreign Shares held by the Non-H Foreign Shareholders under the privatisation proposal are approximately HK$4,287 million and RMB835 million respectively. The Domestic Shares are held by Beijing Capital Group (being the sole Domestic Shareholder) and will be cancelled in consideration for the issue of registered capital in Beijing Capital City Development Group Co., Ltd. (Offeror).

The privatisation will be subject to a pre-condition relating to regulatory approvals and to conditions which include shareholder approvals.

Beijing Capital Land is a leading large integrated real estate developer in the PRC, focusing primarily on developing the four main business streams of residential property development, integrated outlets, urban core integrated complex and primary land development, complemented by innovative business areas such as high-tech industrial properties, creative industries and rental housing.

Beijing Capital Group is a state-owned enterprise under the direct supervision of the Beijing Municipal Government.

The Offeror is wholly-owned by Beijing Capital Group for the purpose of the merger and the business scope of which includes sale and development of real estate, property management, hotel management and property and tourism consulting services.

Slaughter and May’s team included Benita Yu (Picture), Partner, Christine Yu, Associate and Jason Chan, Associate.

The Norton Rose Fulbright’s Hong Kong team, advising on the privatization, was led by Head of Hong Kong and partner Psyche Tai and included counsel Rachel Chan and associate Timothy Lam. 

Clifford Chance’s team included Partner Amy Lo, consultant Tommy Tam, senior associate Eunice Leung, associate Anson Wong and trainees Sylvia Wong and Timothy Nip, who are advising on the privatisation; Partners Connie Heng and Angela Chan and senior associate Torrance Shi, who are advising on the bonds issued by BCL; Partner Vicky Ma and associate Varian Koh, who are advising on the bank loans of BCL; and Partner Terry Yang and senior associate Li Yan, who are advising on the derivatives of BCL.

Involved fees earner: Angela Chan – Clifford Chance; Connie Heng – Clifford Chance; Eunice Leung – Clifford Chance; Amy Lo – Clifford Chance; Vicky Ma – Clifford Chance; Torrance Shi – Clifford Chance; Anson Wong – Clifford Chance; Terry Yang – Clifford Chance; Rachel Chan – Norton Rose Fulbright; Timothy Lam – Norton Rose Fulbright; Psyche Tai – Norton Rose Fulbright; Jason Chan – Slaughter and May; Christine Yu – Slaughter and May; Benita Yu – Slaughter and May;

Law Firms: Clifford Chance; Norton Rose Fulbright; Slaughter and May;

Clients: Beijing Capital Group Co., Ltd. ; Beijing Capital Land Ltd.; China International Capital Corporation Limited (CICC);

Giulia Di Palma

Author: Giulia Di Palma