Future Land Development Holdings Limited’s $661 million privatization proposal

Shearman & Sterling advises the controlling shareholder (the Offeror) of Future Land Development Holdings Limited (1030.HK, Future Land) in relation to its privatization proposal (the Proposal) for Future Land by way of a scheme of arrangement (the Scheme). Shearman & Sterling also assists the Offeror with the financing aspects of the transaction.

On July 18, 2017, the Offeror and Future Land jointly announced that the Offeror requested the board of directors of Future Land to put forward the Proposal to all the Future Land shareholders (other than the Offeror) (the Scheme Shareholders) regarding the privatization of Future Land by way of a scheme of arrangement.

Under the Scheme, all the shares in Future Land held by the third party shareholders will be cancelled in exchange for HK$3.30 in cash each at the total consideration of approximately HK$5.1 billion (US$661 million). The offer price represents a 127% premium over the IPO price back in 2012 and a premium of 76% over its NAV. After closing, it is anticipated that the listing of Future Land shares on the Hong Kong Stock Exchange will be withdrawn.

Future Land is a leading market player in the businesses of property development, property investment and property management in the PRC. Shearman & Sterling’s Hong Kong capital markets team advised on Future Land’s primary listing and global offering on the Hong Kong Stock Exchange in November 2012, and assisted with the Hong Kong regulatory aspects to the conversion of its principal listed subsidiary into an A share-listed company in 2015.

The Shearman & Sterling team is led by partners Colin Law (Picture) (Hong Kong-Capital Markets) and Ben Shorten (Singapore-Project Development & Finance), with support from counsel Vanessa Poon (Hong Kong-Capital Markets), associates Simon Barrell (Hong Kong-Project Development & Finance), Claude Jiang (Shanghai-Project Development & Finance) and Stephen Luo (Hong Kong-Capital Markets) and trainee solicitor Karen Chan (Hong Kong-Capital Markets).

Involved fees earner: Colin Law – Shearman & Sterling; Vanessa Poon – Shearman & Sterling; Stephen Luo – Shearman & Sterling; Ben Shorten – Shearman & Sterling; Simon Barrell – Shearman & Sterling; Claude Jiang – Shearman & Sterling;

Law Firms: Shearman & Sterling;

Clients: Huatai Financial Holdings Limited; Lv Xiaoping; Lu Zhongming; Liu Yuanman; Wang Xiaosong;


Author: Michael Patrini