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Henderson Land Development

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Henderson Land Development

Henderson Land Development Co. Ltd. (Chinese: 恒基兆業地產有限公司) is a listed property developer in Hong Kong and a constituent of the Hang Seng Index. The company's principal activities are property development and investment, project management, construction, hotel operation, department store operation, finance, investment holding and infrastructure. It is the third largest Hong Kong real estate developer by market capitalisation. The company is controlled by Lee Shau Kee, who owns approximately 70.17% of the share capital as of June 2015.

Founded by Li Shau-kee, the company was taken public in 1981 by Sun Hung Kai Securities. The shares were introduced at HK$4 by a novel, geared, method – there was to be an initial downpayment of HK$1 per share upon subscribing to the offer, with cash calls of another HK$1 six months later. The final HK$2 instalment would be due at the year end.

In 2006, the State Administration of Foreign Exchange (SAFE) found that Henderson had breached the foreign-exchange regulations in the amount of HK$565 million. Henderson allegedly engaged Shenzhen Zhaotian Investments, headed by Tian Chenggang – whose father is former vice-premier Tian Jiyun – to lobby for leniency from the potential fine of 150 million yuan, according to Tian. On 4 December 2006, the company was issued with a fine of 2.33 million yuan (HK$2.9 million), which the company paid. Zhaotian sued in Hong Kong in 2012, claiming an oral agreement between Tian Chenggang and CFO Alexander Au for a HK$43 million "consultation fee", and failed upon appeal in 2015 due to the absence of documentary evidence of the agreement.

The company's stakes in its principal associates as at 31 December 2014 were Towngas (41.51%), Miramar Hotel and Investment Co, Ltd (45.08%) and Hong Kong Ferry (33.33%).

As at 31 December 2014, Henderson Investment ("HI") was a 69.27% listed subsidiary of the company (67.14% as at 30 June 2006), which previously held the group stakes in the Hong Kong Ferry (Holdings) Company, the Miramar Hotel Group, and The Hong Kong and China Gas Company. Its shares have been consistently trading at below NAV.

In November 2002, the company attempted to buy out minority shareholders by making an all-cash offer of HKD 7.60, representing a 40% discount to NAV. The buyout offer fell when it was opposed by more than 14% of the holders of the outstanding shares. In November 2005, it made another attempt when it offered one share for every 2.6 share in HI, although the offer was subsequently sweetened to 2.5 shares. The revised deal valued HI at an 18% discount to its net asset value. The company had persuaded shareholder Templeton Investment to back the buyout. Nevertheless, this second offer was again rejected, more narrowly this time, by 10.94% of the minority vote. This was in excess of the statutory blocking vote of 10%.

When trading in both companies' shares were suspended on 26 March, there was speculation that the company would launch another buyout attempt after the expiry of the one year legal moratorium.

On 27 March 2007, it was reported that the company would not make another privatisation bid for the time being, but offered HK$12.1 billion for some of its subsidiary's assets, principally the holdings in Miramar Hotel and Hong Kong Ferry held by Henderson Investment. HI would make a special distribution of HK$5 per HI after the sale. Net of the HKD10.35 billion special distribution for its 73.5% stake, Henderson's net cash outlay will be $1.75 billion.

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