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Form Serial Number: |
DA20240327E00452
(Amendment to DA20240325E00305)
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| 1.
Date of relevant event: |
20/03/2024
(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: |
4,212,495,360 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Portes |
| (Other names) |
Charles Alexander |
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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 |
| 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 |
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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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| 25.
Total shares in listed corporation immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 449,783,103 | 10.68 |
| Short position | 149,644,368 | 3.55 |
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| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 449,783,103 | 10.68 |
| Short position | 149,644,368 | 3.55 |
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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 |
| | Long position | 448,933,103 | | Short position | 149,644,368 |
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| 2201 | Interest of corporation controlled by you |
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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 | |
| Short position | | 4106 | Unlisted derivatives - Cash settled |
| 12/12/2022 | 11/12/2025 | | | | | | | 149,644,368 |
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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 |
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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 II (Cayman) Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Charles Alexander Portes | 45.87 | N | | Long position | 448,933,103 | | Short position | 149,644,368 |
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| 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 | |
| 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 | |
| Redwood Consulting (Cayman) Ltd. | c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands | Charles Alexander Portes | 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: |
Box 24: 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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| 35.
Log/Serial Number of the previous form: |
DA20240325E00305
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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: |
27/03/2024
(dd/mm/yyyy)
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