Norton Rose Fulbright has advised China Minsheng Jiaye Investment Co., Ltd. (China Minsheng Jiaye) on its HKD1.25 billion investment into SRE Group Limited (SRE).

The transaction involved subscription for new shares in SRE by China Minsheng Jiaye and five other independent investors. This represented an aggregate of approximately 72.45% of SRE’s enlarged issued capital, raising HKD1.49 billion in total.

The transaction was announced in October 2015 and is expected to complete in early December 2015 when China Minsheng Jiaye will become the new controlling shareholder of SRE, holding approximately 60.78% of its enlarged issued share capital.

SRE Group Limited is a Hong Kong listed, integrated real estate developer, principally engaged in real estate development, property leasing and hotel operations in Mainland China.

China Minsheng Jiaye is the real estate and industrial investment arm of China Minsheng Investment Corp., Ltd, a large private investment company in Shanghai.

In addition to the subscription monies, China Minsheng Jiaye has also provided other financial assistance to SRE, including a RMB560 million short term loan and a back-to-back indemnity in favour of SRE against its contingent liabilities for the amount of up to approximately RMB2.4 billion.

The transaction was governed by both the Hong Kong Listing Rules and the Hong Kong Takeovers Code. It required approval of SRE’s independent shareholders at a special general meeting and the grant of a “whitewash” waiver by the Hong Kong Securities and Futures Commission, without which China Minsheng Jiaye would be obliged to make a mandatory general offer for all the issued shares in SRE.

The Hong Kong team was led by partner Psyche Tai, supported by partner Winnie Chan, Of Counsel Harold Tin, paralegal Virginia Lee, trainee Ada Lam and legal supervisor Winnie Cai.