hong kong real estate brochure (pdf) - slaughter and · entire commercial development, wet market,...

Real Estate

Hong Kong / PRC / Asia Pacific

Slaughter and May is a leading international law firm with a worldwide real estate, corporate, commercial and financing practice. We provide our clients with a professional service of the highest quality, combining technical excellence with commercial awareness and a practical, constructive approach to legal issues.

We have a long-standing presence in Asia, opening our office in Hong Kong in 1974 and our office in Beijing in 2009.

Asia Real Estate / 2

The quality is always consistent.

Chambers Asia, 2012

/ Asia Real Estate 3

We have a market-leading corporate real estate practice in Hong Kong in both residential and commercial property work, and are actively involved in real estate transactions in the PRC and other parts of Asia, including foreign direct investment, joint ventures and financing transactions.

Our practice

Our practice covers a broad range of real estate work, including:

• acquisitions

• development projects

• foreign direct investment

• joint ventures

• REITs

• leases

• real estate financing and security transactions

• listings and reoganisations

Our acquisitions experience covers commercial, retail and residential properties, hotels and serviced apartments. We regularly act for developers in some of the largest and most prestigious residential and commercial property developments in Hong Kong.

They continue to produce well-regarded lawyers who are well drilled and have excellent

training; continuing to do outstanding work, they are right on top of their game.

Chambers Asia, 2012

4 Asia Real Estate /

Developments

Our expertise in development work is unique among the international firms in Hong Kong and we have also advised on financing transactions secured by real estate assets and securitisations of portfolios of properties.

Recent experience

• Crescent, Coastal Skyline, Caribbean Coast, Chianti, Golf Parkview, The Grandiose, Residence Oasis, The Riverpark, City Point and Grand Austin. Advice covers various stages of the projects including the initial acquisition of land, application for pre-sale consent, preparing and negotiating the deeds of mutual covenants and other supporting documents, project financing, sales of units, review of promotional materials, purchase and financing by purchasers

• MTR Corporation on the development of One and Two International Finance Centre, a prestigious commercial development and Hong Kong landmark that comprises office buildings, a hotel and retail mall above Hong Kong Airport Express Station and, thereafter, MTR Corporation’s disposal of part of the office buildings, retail mall and the hotel

• the Government of HKSAR on the renewal of the Government Lease in respect of Pokfulam Gardens

• Swire Properties on the commercial, hotel, residential redevelopment project in Jakarta in a joint venture with the land owner

• Pacific Century Premium Developments (PCPD) on the pre-qualification questionnaire and tendering stages for the proposed redevelopment of Meridian Water, Enfield, United Kingdom

The firm has a deep bench of experienced partners, most of which have spent much or all of their

careers in Hong Kong.Corporate (Including M&A) - Legal 500 Asia Pacific 2016

Recent experience

5 / Asia Real Estate

Sales/acquisitions and joint ventures

• MTR Corporation on its merger with KCRC and the acquisition from KCRC for approximately US$1 billion of a property package, including development rights, investment properties and a property management business

• MTR Corporation on the disposal of the entire commercial, retail and hotel development in Tung Chung Town Lot No. 2

• MTR Corporation on the disposal of the entire commercial development, wet market, kindergarten and carparking spaces in Tung Chung Town Lot No.5

• MTR Corporation on the disposal of the entire commercial development and kindergarten in Tung Chung Town Lot No.4

• Goodman on the acquisition for its real estate investment funds, entire blocks of properties in Hong Kong and subsequently on related property issues

• a real estate investment company in respect of its acquisition and subsequent disposal of an entire tower of luxurious residential units at Bel-Air on the Peak and other properties at The Aegean

• Orient Overseas (International) Limited (OOIL) on its US$2.2 billion disposal of Orient Overseas Developments to CapitaLand

• Hines on the disposal by two of its sponsored funds of their 70% controlling interest in two PRC property projects for US$353.5 million

• Wing Tai Properties on the disposal of three properties to Winsor Holdings for HK$1.5 billion through three share sale and purchase agreements

• Wing Tai Properties on the indirect acquisition by its subsidiary, Winsor Properties Holdings, of 133 Leighton Road, Causeway Bay, Hong Kong, on which Wing Tai Properties, through its subsidiary, operates the Lanson Place Hotel

• Marriott International Inc in relation to its joint ventures for the development and operation of a Ritz-Carlton hotel in the Maldives

• CIMB Group Sdn Bhd in relation to its acquisition of business of The Royal Bank of Scotland plc including the assignment of several leases outside Hong Kong

• Wing Tai Properties Limited on the sale of its 79.26% controlling interest in Winsor Properties Holdings Limited to the Vanke Group and the subsequent mandatory offer for Windsor

• Hengli Commercial Properties on its disposal of a substantial part of its projects arising from the acquisition by the Dalian Wanda Group of a controlling shareholding in Hengli and on the related mandatory general offer for Hengli

• a number of private equity real estate funds in relation to the acquisitions, disposals and financings of their investments in, and joint ventures in respect of, residential, office and retail property projects and serviced apartments in Hong Kong, the PRC and Taiwan

• Precision Advance Limited on all aspects of its sale and stratum of the commercial retail podium of the Park Hotel in Tsim Sha Tsui for a consideration of over HK$1.9 billion, and the subsequent assignments of retail shops to various sub-purchasers

• private property investor on the acquisition of commercial premises valued at approximately HK$450 million in a mixed share / asset purchase

/ Asia Real Estate


Leases

• MTR Corporation on all aspects of the leasing of office and retail premises at Two International Finance Centre, including the granting of leases, lease restructuring, surrenders, renewals and rent reviews

• Fingen/RDM Asia on all retail leasing matters in respect of the Florentia Village Project, the first authentic Italian outlet village in China located along the high speed rail link between Beijing and Tianjin

• various investment banks and multinational corporations on their office leases in Hong Kong and the leases of luxurious residential properties for their senior staff

• a range of property developers on the leasing of their commercial and residential properties to tenants in Hong Kong and on related leasing issues

• a well known F&B chain on their portfolio of commercial premises for its F&B business operations

Financing

• Swire Properties in relation to syndicated and bilateral loan facilities for the purposes of financing The Village at Sanlitun and Taikoo Hui, its retail and hotel development projects in Beijing and Guangzhou, respectively

• Wing Tai Properties on the secured financings of real estate projects in Hong Kong and the PRC

• Morgan Stanley Real Estate Fund in relation to the financing and refinancing transactions of a number of serviced apartment projects in Shanghai

• the private equity financers backing the US$500 million acquisition of a grade A commercial development in Shanghai, involving senior loan facilities of $479 million and a mezzanine facility, preferred equity and common equity of $40 million

• a US bank in relation to its rights as mezzanine lender under real estate financing transactions in the PRC and Thailand

• Aareal Bank in respect of the transfer between private equity houses of a project financing relating to real property located in the PRC, including partial paydown and restructuring of the credit agreement

• a number of project companies on the secured financings of real estate projects in Hong Kong and the PRC

• Industrial and Commercial Bank of China (Asia) Limited on loan facilities of HK$350 million to Land Express (Golden Centre) Limited

• Credit Agricole Corporate & Investment Bank on loan facilities of HK$257 million to Storage Portfolio Holding Group

• Logan Property in its acquisition, financing and refinancing of a property portfolio valued at approximately HK$300 million

They are very good - they really understand mainland clients.Corporate/M&A (China) - Chambers Asia 2016


Foreign direct investment in the PRC

• an affiliate of First Toronto Sirius Fund on its purchase of a minority stake in Red Titan Property

• a private equity investor in relation to its investment in a vehicle for the acquisition of the Centre, a Grade A commercial building in Shanghai, constituting the largest single-asset real estate deal in the PRC at the time

• China Capital Group in relation to a number of property investments in the PRC

REITs

• Swire Properties on a proposed REIT listing on the Hong Kong Stock Exchange

• a REIT listed on the Hong Kong Stock Exchange in relation to property-related issues

• the manager of a listed Hong Kong REIT/unlisted wholesale property fund in relation to its establishment

• Hong Kong Housing Authority on the transfer of certain commercial properties and carparking spaces to the Link REIT

Slaughter and May’s eminence is illustrated by its role on a series of major Hong Kong takeovers, most notably in the

financial services industry.Corporate (Including M&A) - Legal 500 Asia Pacific 2016

Recommended by clients for project agreements and ‘interfacing with

government bodies’, Slaughter and May’s team is best-known for its longstanding advice to MTR on some of Hong Kong’s

key infrastructure mandates.Projects And Energy - Legal 500 Asia Pacific 2016


Listings

• Swire Pacific and Swire Properties on the spin-off and listing by way of introduction on the Hong Kong Stock Exchange of Swire Properties

• Morgan Stanley and other underwriters in the IPO of KWG Property Holding, a leading Guangzhou developer of and investor in residential and commercial properties and hotels

• Morgan Stanley and the other underwriters on the IPO of Agile Property, a leading property developer in the Pearl River Delta region

• the sponsors on the IPO of Shanghai Forte Land

Other property-related transactions

• the bondholders’ acquisition of Paliburg Plaza and Kowloon City Plaza and the subsequent management and operation of those properties within a special purpose structure owned by the bondholders

• the sale of 68 Yee Wo Street and Kowloon City Plaza to MSREF/Pamfleet in a controlled auction process and acting for Bank of China in relation to the subsequent HK$1.5 billion financing

• a private company on its acquisition of various office units of MG Tower, Kwun Tong for a consideration of more than HK$350 million

• private companies on the acquisition of high value residential properties each for a consideration of approximately HK$50 million

• Wing Tai Properties on its securities exchange offer for Winsor Properties Holdings

• a prestigious conglomerate in a joint venture investment of a mixed use hotel, retail and residential development project in Jakarta

• BUPA, the international healthcare group, on the acquisition of Quality HealthCare Medical Services, the largest private clinic network in Hong Kong, for US $355 million from Fortis Healthcare with approximately 130 leasehold premises in Hong Kong used for medical clinics and general business operations

Talented international team with on-the-ground specialists in Hong Kong

and Mainland China. Areas of strength lie in M&A advisory and clearance matters, investigations and telecoms regulations.

Competition/Antitrust (China) - Chambers Asia 2016

They are highly technically skilled and

very hard-working.Chambers Asia, 2012


• a private property investor on the acquisition of an en-bloc commercial building in Oxford Street, central London, for approximately HK$1 billion

• Liu Chong Hing Investment on the purchase of the Chong Hing Bank Centre, a commercial bank building for HK$2.23 billion, and lease-back and joint use licence of specified floors to Chong Hing Bank, in connection with the inter-conditional voluntary cash partial offer made by Yue Xiu Enterprises (Holdings) Limited for shares in Chong Hing Bank

• Standard Chartered Bank Plc on its acquisition of a portfolio of legacy mortgages from PrimeCredit Limited


Lisa Chung

Lisa is a partner of the firm. She has considerable experience in corporate finance, mergers and acquisitions, listings, joint ventures and general commercial work as well as loan and project financing transactions. Lisa has substantial experience in corporate real estate matters.

Her recent corporate real estate work includes advising:

• Swire Pacific and Swire Properties on the spin-off and separate listing by way of introduction on the Hong Kong Stock Exchange of Swire Properties and on an earlier proposed US$2.7 billion spin-off and separate listing of Swire Properties

• John Swire & Sons (H.K.) on the sale of its direct shareholding in Swire Properties in two tranches, of which the gross proceeds of the sale amount to approximately HK$9.92 billion. The shares being sold represent 7.71% of the issued shares in Swire Properties

• Swire Properties in relation to syndicated loan facilities for the purposes of financing The Village, a retail and hotel development project in Sanlitun, Beijing, and the financing of Taikoo Hui, a retail and hotel development in Guangzhou

• Swire Properties on the establishment and the first annual update of its US$3 billion Medium Term Note Programme and on the first issue of US$500 million 4.375 per cent (Guaranteed Notes due 2022) and a subsequent issue of US$500 million 2.750 per cent (Guarantee Notes due 2020) by its wholly-owned subsidiary, Swire Properties MTN Financing Limited, under the same MTN programme

• Hengli Commercial Properties on its disposal of a substantial part of its projects arising from the acquisition by the Dalian Wanda Group of a controlling shareholding in Hengli and on the related mandatory general offer for Hengli

• a real estate private equity fund in relation to a pre-IPO investment in a PRC property business involving a complex financing and security structure

• Wing Tai Properties in relation to its investment into a joint venture with DNP Holdings Berhad to acquire a building in the central business district of Kuala Lumpur, close to the Petronas Twin Towers for conversion into serviced apartment units

Profiles of our team

T +852 2901 7268E [email protected]


• Wing Tai Properties in relation to the joint venture and financing arrangements for Seymour, a residential project located at Mid-levels

• a number of corporates and private equity real estate funds in relation to the acquisitions, disposals, joint ventures and financings of their investments in residential, serviced apartment, office and retail property projects in Hong Kong, the PRC and Taiwan

• Marriott International Inc in relation to its joint venture for the development and operation of a Ritz-Carlton hotel in the Maldives

• MTR Corporation Limited in relation to its investment in the construction and operation of Line 4 of the Shenzhen Metro and the related project financing

• Morgan Stanley and ICEA Capital on the initial public offering and Hong Kong listing of KWG Property Holding, one of the leading property developers in Guangzhou, Guangdong province, PRC, raising approximately HK$5.2 billion (US$671 million) after exercise of the over-allotment option

Lisa has also worked in the Law Division of Morgan Stanley Dean Witter Asia Limited in Hong Kong where she covered both the real estate and private equity businesses in Asia Pacific (excluding Japan), primarily focusing on direct investments of real estate funds and private equity funds in China. Lisa read law at Oxford University and is qualified in England and Wales and in Hong Kong. She speaks fluent Mandarin and Cantonese and reads and writes Chinese.

Excellent teamwork. Spectacular lawyers who are

a pleasure to work with.Chambers Asia, 2012


Dennis Li

Dennis is the head of our property department and prior to joining our firm, he was the head of legal at Soundwill Holdings Limited, a Hong Kong listed property developer in the business of urban redevelopment from privately assembled land banks.

Dennis was in charge of all legal businesses for Soundwill’s recent projects at Park Haven, WarrenWoods, The Sharp, Midtown and 10 Knutsford Terrace. He was also involved in all of Soundwill’s acquisition strategies in building Soundwill’s land banks.

Prior to joining Soundwill, Dennis had over 15 years’ experience working in the real estate department of an international law firm and a highly reputable law firm specialising in property development and project work. He has substantial experience in Hong Kong real estate law and practice and has acted for major developers, financiers, funds and private investors on a broad range of local real estate projects including direct and indirect acquisitions/disposals, financing, project conveyances and leases of typical multi-user complexes. He has advised on real estate aspects in listing and refinancing of REITs and has worked on a number of offshore projects in Macau, Japan and England on acquisitions and disposals of commercial and residential premises.

Dennis has acted for various types of clients (private investors, developers, property funds and banks) involving the following:

Leasing:• Corporate lettings, renewals and relocations to Kowloon ICC,

Shanghai IFC and Li Po Chun Chambers (Deutsche Bank and UBS)

• Commercial project lease portfolios (retail malls and mix use commercial developments) (Henderson Land, Lai Sun Group, MTR Corporation Limited)

Sales and Acquisitions:• Public and private tenders and auctions (16-18 Conduit Road,

TST Hyatt Regency Hotel, Hotel de Edge and Bank Repossessions)

• Direct acquisitions/disposals for private clients and property investment funds (TPG, MSREF, Sniper Capital)

• Consent and non-consent scheme developments and pre-sales (The Waterfront, The Sharp, Warrenwoods, Park Haven)

T +852 2901 7247E [email protected]


• Acquisition of Quality HealthCare Medical Services, the largest private clinic network in Hong Kong, from Fortis Healthcare with approximately 130 leasehold premises in Hong Kong used for medical clinics and general business operations (BUPA)

• Purchase of the Chong Hing Bank Centre, a commercial bank building for HK$2.23 billion, and lease-back and joint use licence of specified floors to Chong Hing Bank, in connection with the inter-conditional voluntary cash partial offer made by Yue Xiu Enterprises (Holdings) Limited for shares in Chong Hing Bank (Liu Chong Hing Investment)

• Acquisition of commercial premises valued at approximately HK$450 million in a mixed share / asset purchase (a private property investor)

Corporate and Commercial:• M&A: coordinating real estate due diligence in

various jurisdictions

• IPO: real estate asset restructure, due diligence, support and advise (The Link REIT; The Regal REIT; Global Offering of Ming An (Holdings) Company Limited)

Banking and Financing:• Mortgage portfolios for Hong Kong residential and

commercial banking business (Standard Chartered Bank Plc)

• Real estate structured security financing for construction projects

• REIT refinancing due diligence, security taking and support (Fortune REIT)

• Acquisition, financing and refinancing of a property portfolio valued at approximately HK$300 million (Logan Property)

Offshore Projects:• Pre-sale of a ski resort development in

Niseko, Japan

• Asset acquisitions of en-bloc residential and commercial developments in Macau

• Asset acquisition of resort unit in Vietnam

• Asset acquisition of en-bloc commercial buildings in London

• Commercial, hotel, residential redevelopment project in Jakarta (Swire Properties)

• Pre-qualification questionnaire and tendering stages for the proposed redevelopment of Meridian Water, Enfield, United Kingdom (Pacific Century Premium Developments (PCPD)

Legal Research and Studies:• Business orientation researches on real estate

sales, acquisitions, lettings and financing (PE Funds)

• Coordinating researches on Asian real estate investment principles for foreign investors (Foreign Banks)

• Analysis commentary and update regarding doing business/investment in Hong Kong’s real estate sector for The World Bank’s annual publication

Dennis is qualified to practise in England and Wales and in Hong Kong.


Sondra Wong

Sondra is an associate in our property department and has a wide range of experience in property related transactions, including acquisitions and disposals and the leasing and mortgage financing of commercial, industrial and residential properties. Sondra represents banks and financial institutions and corporate clients on property-related financing and corporate restructuring, acquisitions and land grant and property management issues.

Prior to joining Slaughter and May, Sondra was an associate in the real estate practice of an international law firm where she specialised in property law. Prior to that she was a trainee in another highly reputable law firm where she was seconded to their London office for six months.

Sondra’s property related experience includes acting for:

• a well-known property developer on a syndicated loan and bilateral loan for the re-financing of a property development project

• a European bank on re-financings of a portfolio of luxurious properties

• the developer of a first-class retail and commercial complex in project tenancy matters

• a Shanghai-listed PRC conglomerate on a proposed acquisition of a SFC licensed company

• Sondra is admitted to practise in Hong Kong and reads, writes and speaks Mandarin and Cantonese.

© Slaughter and May 2016

This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact.

May 2016

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hong kong real estate brochure (pdf) - slaughter and · entire commercial development, wet market,...

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