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Form Serial Number: |
CS20240327E00368
(Amendment to CS20240325E00320) |
| 1.
Date of relevant event: |
20/03/2024
(dd/mm/yyyy)
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| 2.
Date when the substantial shareholder becomes aware of the relevant event / interest in the shares (if later): |
(dd/mm/yyyy)
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| 3.
Stock code: |
01821 |
| 4.
Name of listed corporation: |
ESR Group Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
4,212,495,360 |
| 7.
Name of substantial shareholder: |
Redwood Investor (Cayman) Limited |
| 8.
Registered office: |
c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005 Cayman Islands |
| 9.
Principal place of business in Hong Kong: |
N/A |
| 15.
Exchange on which listed: |
NA |
| 16.
Name of listed parent and exchange on which parent is listed: |
NA |
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| 17.
Details of relevant event: |
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Brief description of relevant event
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Capacity in which shares were/are held
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Number of shares bought/sold or involved |
Currency of transaction |
On Exchange
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Off Exchange
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| Before relevant event
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After relevant event
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Highest price (per share)
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Average price (per share)
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Average consideration (per share)
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Nature of consideration
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|
Long position |
| 1302 | There has been a change in nature of your interest in the shares because:
you have entered into an agreement for the sale of shares in which you are interested but are not required to deliver them within 4 trading days |
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| 2201 | Interest of corporation controlled by you |
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| 2201 | Interest of corporation controlled by you |
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448,933,103 |
HKD |
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7.7600 |
| 3102 | Assets other than cash |
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| Short position |
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| 18.
Total shares immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 448,933,103 | 10.66 |
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| 19.
Total shares immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 448,933,103 | 10.66 |
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| 20.
Capacity in which interests disclosed in Box 19 are held: |
| Capacity code | Number of shares |
| 2201 | Interest of corporation controlled by you |
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| 21.
Further information in respect of derivative interests: |
| Derivatives code | Number of shares |
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| 22.
Further information in relation to interests of corporations controlled by substantial shareholder: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling person | % control | Direct interest (Y/N) | Number of shares |
| Redwood Investment Company, Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Redwood Investor (Cayman) Ltd. | 100.00 | Y | |
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| 23.
Further information in relation to interests held by substantial shareholder jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
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| 24.
Further information from a trustee, a beneficiary of a trust, or a person who set up a discretionary trust: |
| Names of trust | Address | Status code | Number of shares |
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| 25.
Further information from a party to an agreement under Section 317 (Please see Notes for further information required): |
| Names of other parties | Address | Number of shares |
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| Total number of shares in which a substantial shareholder is interested under sections 317 and 318 | |
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| 26.
Details of person(s) in accordance with whose directions the substantial shareholder or its directors are accustomed to act: |
| Names | Address | Relationship Code | Percentage (%) |
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| 27.
Supplementary information: |
Box 17: Redwood Investment Company, Ltd. ("RIC") agreed to transfer its shares to SOF-12 Sequoia Investco Ltd ("Sequoia Investco"). Please see ESR's announcement on 20 March 2024. In connection therewith RIC or its affiliate will have right to receive certain interests in Sequoia Investco or its affiliate, and Sequoia Investco or its affiliate is under an obligation to pay RIC or its affiliate a cash consideration if certain conditions are met.
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| 28.
Log/Serial Number of the previous form: |
CS20240325E00320
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| 29.
Number of concert party document(s) under section 317 attached/uploaded: |
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Date of filing this Form 2: |
27/03/2024
(dd/mm/yyyy)
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