FORM 3A - Director/Chief Executive Notice - Interests in Shares of Listed Corporation
 
Form Serial Number: DA20240410E00050
1. Date of relevant event: 05/04/2024
(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: 4,212,496,438
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 
1316There has been a change in nature of your interest in the shares because:
any other event (you must briefly describe the relevant event in the Supplementary Information box)
 
2201Interest of corporation controlled by you
 
2501Other (you must describe the capacity in the Supplementary Information box)
 		 448,933,103  HKD      7.7600 
3102Assets other than cash
 
Short position 
15014You ceased to have a short position in the shares or the number of shares in which you have a short position decreased because:
expiry or cancellation without exercise of 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
 
2201Interest of corporation controlled by you
 
 		 149,644,368           
 
25. Total shares in listed corporation immediately before the relevant event:
 Total number of sharesPercentage figure (%)
Long position451,069,17810.71
Short position149,644,3683.55
 
26. Total shares in listed corporation immediately after the relevant event:
 Total number of sharesPercentage figure (%)
Long position451,069,17810.71
 
27. Capacity in which interests disclosed in Box 26 are held:
Code describing capacityNumber of shares
2501Other (you must describe the capacity in the Supplementary Information box)
Long position448,933,103
2201Interest of corporation controlled by you
Long position850,000
2101Beneficial owner
Long position1,286,075
 
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
  BeginsEndsCurrencyPrice for grantCurrencyExercise priceCurrencyPrice on assignment 
Long position
4108Unlisted derivatives - Other (you must describe the category of derivatives in the Supplementary Information box)
08/06/202208/06/2032HKD0HKD22.780HKD0.000192,000
Long position
4108Unlisted derivatives - Other (you must describe the category of derivatives in the Supplementary Information box)
09/06/202309/06/2025HKD0HKD0.000HKD0.000261,200
Long position
4108Unlisted derivatives - Other (you must describe the category of derivatives in the Supplementary Information box)
20/07/202330/06/2027HKD0HKD0.000HKD0.000421,365
Long position
4108Unlisted derivatives - Other (you must describe the category of derivatives in the Supplementary Information box)
20/07/202320/07/2027HKD0HKD0.000HKD0.000280,910
 
29. Further information in relation to interests of children under 18 and/or spouse:
Child/SpouseName of child/spouseNumber of shares
 
 
30. Further information in relation to interests of corporations controlled by Director:
Name of controlled corporationAddress and place of incorporationName of controlling person% controlDirect 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 (Cayman Islands)Stuart Gibson45.87N
Long position448,933,103
Redwood Investor (Cayman) Ltd.c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands (Cayman Islands)Redwood Investor II (Cayman) Ltd.100.00N
Long position448,933,103
Redwood Investment Company, Ltd.c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands (Cayman Islands)Redwood Investor (Cayman) Ltd.100.00N
Long position448,933,103
Redwood Consulting (Cayman) Ltd.c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands (Cayman Islands)Stuart Gibson50.00Y
Long position850,000
 
31. Further information in relation to interests held by Director jointly with another person:
Name of joint shareholderAddressNumber 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 TrustAddressStatus codeNumber of shares
  
 
33. Further information from a party to an agreement under Section 317 (Please see Notes for further information required):
Names of other partiesAddressNumber of shares
 
Total number of shares in which a director is interested under sections 317 and 318
 
34. Supplementary information: Boxes 24 and 27: The transfer of shares from Redwood Investment Company, Ltd. ("RIC") to SOF-12 Sequoia Investco Ltd ("Sequoia Investco") was completed on 5 April 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 cash consideration if certain conditions are met. Box 28: Please see DI forms on 8 June 2022 and 20 July 2023.
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: 10/04/2024
(dd/mm/yyyy)