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Form Serial Number: |
DA20221105E00006
(Amendment to DA20221027E00427)
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| 1.
Date of relevant event: |
24/10/2022
(dd/mm/yyyy)
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| 2.
Date when director became 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: |
4,448,950,848 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Gibson |
| (Other names) |
Stuart |
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| 10.
Name of director (Chinese): |
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| 11.
Chinese Character Code as printed on HKID Card: |
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| 24.
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
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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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Consideration code
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| Long position |
| 1303 | There has been a change in nature of your interest in the shares because:
you have exercised rights to the shares under equity derivatives |
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| 2201 | Interest of corporation controlled by you |
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16,899,687 |
USD |
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0.4600 |
| 3102 | Assets other than cash |
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| Short position |
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| 25.
Total shares in listed corporation immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 454,516,719 | 10.25 |
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| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 451,027,603 | 10.14 |
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| 27.
Capacity in which interests disclosed in Box 26 are held: |
| Code describing capacity | Number of shares |
| 2201 | Interest of corporation controlled by you |
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| 2202 | Interest of your spouse |
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| 28.
Further information in derivative interests in listed corporation : |
| Derivatives code |
Exercise period (dd/mm/yyyy) |
Consideration - if derivatives granted by listed corporation |
Number of shares |
| | | Begins | Ends | Currency | Price for grant | Currency | Exercise price | Currency | Price on assignment | |
| Long position | | 4108 | Unlisted derivatives - Other (you must describe the category of derivatives in the Supplementary Information box) |
| 08/06/2022 | 08/06/2032 | HKD | 0 | HKD | 22.780 | HKD | 0.000 | 192,000 |
| Long position | | 4108 | Unlisted derivatives - Other (you must describe the category of derivatives in the Supplementary Information box) |
| 01/04/2023 | 01/04/2026 | HKD | 0 | HKD | 0.000 | HKD | 0.000 | 979,500 |
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| 29.
Further information in relation to interests of children under 18 and/or spouse: |
| Child/Spouse | Name of child/spouse | Number of shares |
| Spouse | Sachiko Ezawa | |
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| 30.
Further information in relation to interests of corporations controlled by Director: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling person | % control | Direct interest (Y/N) | Number of shares |
| Redwood Investor (Cayman) Limited | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Stuart Gibson | 50.00 | N | |
| Kurmasana Holdings, LLC | c/o Cogency Global Inc. 850 New Burton Road Suite 201, Kent County, Dover Delaware 19904, United States of America | Redwood Investor (Cayman) Limited | 100.00 | N | |
| Redwood Investment Company, Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Kurmasana Holdings, LLC | 42.00 | Y | |
| 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) Limited | 58.00 | Y | |
| Redwood Consulting (Cayman) Limited | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Stuart Gibson | 50.00 | Y | |
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| 31.
Further information in relation to interests held by Director jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
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| 32.
Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust: |
| Names of Trust | Address | Status code | Number of shares |
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| 33.
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 director is interested under sections 317 and 318 | |
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| 34.
Supplementary information: |
Redwood Consulting (Cayman) Limited exercised share options involving 16,899,687 Shares on 24 October 2022 where the total exercise price payable was net settled resulting in the issuance of a total of 13,410,571 Shares to Redwood Investment Company, Ltd.
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| 35.
Log/Serial Number of the previous form: |
DA20221027E00427
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| 36.
Number of concert party document(s) under section 317 attached/uploaded: |
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Date of filing this Form 3A: |
05/11/2022
(dd/mm/yyyy)
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