| |
|
Form Serial Number: |
DA20221213E00376
|
| 1.
Date of relevant event: |
08/12/2022
(dd/mm/yyyy)
|
| 2.
Date when director became aware of the relevant event/ interest in the shares (if later): |
(dd/mm/yyyy)
|
| 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: |
4,432,030,848 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Gibson |
| (Other names) |
Stuart |
|
|
|
| 10.
Name of director (Chinese): |
|
| 11.
Chinese Character Code as printed on HKID Card: |
|
| |
| 24.
Details of relevant event: |
|
|
Brief description of relevant event
|
Capacity in which shares were/are held
|
Number of shares bought/sold or involved
|
Currency of transaction |
On Exchange
|
Off Exchange
|
|
Before relevant event
|
After relevant event
|
Highest price (per share)
|
Average price (per share)
|
Average consideration (per share)
|
Consideration code
|
| Long position |
|
|
|
|
|
|
|
|
|
| Short position |
| 14014 | You came to have a short position in the shares or the number of shares in which you have a short position increased because:
you became the holder of, wrote or issued equity derivatives under which (choose one):
you are under an obligation to pay another person an amount if the price of the underlying shares is above a certain level |
|
|
| 2201 | Interest of corporation controlled by you |
|
149,644,368 |
|
|
|
|
|
| |
|
| 25.
Total shares in listed corporation immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 451,027,603 | 10.18 |
|
| |
| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 451,027,603 | 10.18 |
| Short position | 149,644,368 | 3.38 |
|
| |
| 27.
Capacity in which interests disclosed in Box 26 are held: |
| Code describing capacity | Number of shares |
| 2201 | Interest of corporation controlled by you |
| | Long position | 449,783,103 | | Short position | 149,644,368 |
|
| |
| 2202 | Interest of your spouse |
| |
|
| |
| 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 |
| Short position | | 4106 | Unlisted derivatives - Cash settled |
| 12/12/2022 | 11/12/2025 | | | | | | | 149,644,368 |
|
| |
| 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 | |
|
| |
| 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 II (Cayman) Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Stuart Gibson | 45.87 | N | | Long position | 448,933,103 | | Short position | 149,644,368 |
|
| Redwood Investor (Cayman) Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Redwood Investor II (Cayman) Ltd. | 100.00 | 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) Ltd. | 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) Ltd. | 58.00 | Y | |
| Redwood Consulting (Cayman) Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Stuart Gibson | 50.00 | Y | |
|
| |
| 31.
Further information in relation to interests held by Director jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
| | |
|
| |
| 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 |
| | | |
|
| |
| 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 |
| | |
| Total number of shares in which a director is interested under sections 317 and 318 | |
|
| |
| 34.
Supplementary information: |
Box 28: Please refer to the description in the submitted DI forms on 8 June 2022 and 27 October 2022.
|
| 35.
Log/Serial Number of the previous form: |
|
| 36.
Number of concert party document(s) under section 317 attached/uploaded: |
|
|
Date of filing this Form 3A: |
13/12/2022
(dd/mm/yyyy)
|
| |