Henderson Land Development

Henderson Land Development Co. Ltd.
恒基兆業地產有限公司
Public
Traded as SEHK: 0012 OTC Pink: HLDCY
Industry Property
Headquarters 2IFC, Hong Kong Island, Hong Kong
Key people
 Lee Shau Kee, Chairman
Colin Lam, Ka-shing Lee, Ka-kit Lee, Vice Chairmen
Products Real estate, investment, hotels, utilities
Revenue HKD 5,833 million (2005)
HKD 1,763 million (2005)
Owner Lee Shau Kee (70.17% - June 2015)[1]
Number of employees
 6,500
Parent Henderson Development Ltd.
Subsidiaries Henderson Investment Ltd.
Website www.hld.com
Footnotes / references
Associates: Towngas (41.51%),
Miramar Hotel and Investment Co, Ltd (45.08%)
and Hong Kong Ferry (33.33%).

Henderson Land Development Co. Ltd. (Chinese: 恒基兆業地產有限公司; SEHK: 0012, OTC Pink: HLDCY) is a listed property company 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 Dr Lee Shau Kee, who speaks for approximately 70.17% of the share capital as at June 2015.

History

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.[2]

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.[3]

Subsidiaries and associates

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%).

Henderson Investment

As at 31 December 2014,Henderson Investment ("HI") was a 69.27% listed subsidiary of the Company (67.14% as at 30 June 2006),[4] 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.

Privatisation attempt

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.[5] 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%.

Asset sale to parent

Miramar and HK Ferry

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.[6]

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.[7] Net of the HKD10.35 billion special distribution for its 73.5% stake, Henderson's net cash outlay will be $1.75 billion.[8]

Towngas

On 3 October 2007, the company proposed to pay market value only to gain control of Towngas. It would acquire the 39.06 percent stake in Towngas held by subsidiary Henderson Investment for HK$42.86 billion in cash and convertible notes. Minority shareholders of Henderson Investment, who together hold 30.73%, would receive 204.1 million Henderson Land shares and HK$1.19 billion in cash. The offer was considered by analysts to be favourable to the Company, and David Webb criticised the deal saying Henderson was acquiring the stake on the cheap, without paying any control premium to minority shareholders of Henderson Investment. Webb further criticised the nature of the offer as a back-door privatisation of Henderson Investment, which would virtually be a shell company after the transfer of the stake.[9]

On 7 November, Henderson sweetened the offer to appease minority shareholders (mainly Elliott Capital) by increasing the cash portion to HK$2.24 per share.[10] On 7 December 2007, Henderson secured shareholders' support for the usurpation.[11]

Sunlight REIT

On 8 December 2006, the company spun off and listed 12 office and 8 retail properties in Hong Kong into a Real Estate Investment Trust, Sunlight.[12] However, the issue fell by 6.5% on its market début on 21 December, and as at March 2007 has fallen 16.2 percent (since the listing) due to investors' apprehension of financial engineering of the REIT.

The estimated distribution yield stands at 10%, the highest among Hong Kong REITs. Yet, investors fear a decline of distribution after yield-boosting mechanisms, such as interest swaps. Henderson Land also offered a temporary dividend waiver as a sweetener. Yields are expected to fall in 2010, and again in 2012 as rental reversions come through.[13] The issue's flop was cited as the reason Regal Hotels International chose to delay its own planned REIT offering.

Development projects

Beverly Hill

Beverly Hill

Beverly Hill (Chinese: 比華利山) is an upper class private housing estate in Happy Valley, Hong Kong, jointly developed by Henderson Land Development and Hang Lung Properties in 1988.[14] It has ten 37-storey residential blocks built at a very steep slope of Broadwood Road and Link Road.[15][16]

International Finance Centre

International Finance Centre
39 Conduit Road

In a joint venture with Sun Hung Kai and MTR Corporation, the company developed the International Finance Centre complex, which includes the landmark waterfront property and tallest building in Hong Kong, completed in 2003.[17] Since its completion, the company has its headquarters in the building.

Grand Promenade

Henderson Land won a tender for a site in Sai Wan Ho for Grand Promenade with a land premium of HK$2.43 billion in January 2001. Six months later, the developer successfully applied for and was granted permission to exclude the public transport terminus from the gross floor area in its building plan.[18] The ensuing controversy which was caused when the Government maintained that former Director of Building Authority Leung Chin-man had reasonably exercised his discretionary powers to exempt the area of a public transport terminus in the gross floor area calculation of the development. The effect was to allow the addition of 10,700 square meters to the project and doubling the number of apartments from 1,008 to 2,020, costing the government HK$125 million in lost revenue.[19]

In November 2005, the Audit Commission accused Leung of not conferring with other government departments before exercising his discretionary power, thus handing the developer an additional HK$3.2 billion.[18] Leung tabled a judicial review. The two sides reached a deal in May 2006 when the Commissioner dropped legal proceedings, and Leung abandoned his judicial review.[19]

39 Conduit Road

39 Conduit Road is a residential development by the company situated in the mid-levels in Hong Kong. Soon after the development was launched in October 2009, the developer claimed to have sold a five bedroom duplex flat, on the "68th floor" of the 46-storey the building for HK$439 million (US$57m). The price, equating to US$9,200 per square foot, set the new world record for the most expensive apartment.[20]

Due to selective numbering, a total of 42 intermediate floor numbers are missing from 39 Conduit Road: these include 14, 24, 34, 64, all floors between 40 and 59. The floor above the 68th is the 88th.[21] The Democratic Party accused the developer of misleading; the Consumer Council recognised the accepted common practice of skipping the 13th and 14th floors, but suggested that developers "imaginary heights brought back to earth." Lee Shau Kee argued that buyers liked the numbering scheme.[21]

248 Queens road east

MLC Tower wiki page Also known as MLC tower, this 40 storeyed building was developed in 1998 and contains retail offices.

References

  1. ↑ http://www.scmp.com/business/companies/article/1814730/hong-kongs-henderson-investment-chairman-lee-shau-kee-will-resign
  2. ↑ http://www.scmp.com/business/article/1929440/hong-kongs-billionaire-tycoons-dont-really-know-where-property-market
  3. ↑ http://www.scmp.com/news/article/1736205/tian-jiyuns-son-loses-appeal-over-hk43m-payment-henderson
  4. ↑ "2005/6 Annual Report" (PDF). Henderson Land Development Limited. Retrieved 27 March 2007.
  5. ↑ Webb, David. "Henderson Investment Limited". webb-site.com. Archived from the original on 1 January 2007. Retrieved 27 March 2007.
  6. ↑ Sito, Peggy (27 March 2007). "Henderson fuels buyout talk". South China Morning Post. Hong Kong. p. B1.
  7. ↑ Sito, Peggy (28 March 2007). "Henderson Land offers HK12.1b for unit's assets". South China Morning Post. Hong Kong. p. B1.
  8. ↑ Wang, Raymond (28 March 2005). "Henderson shuffle". The Standard. Hong Kong. Retrieved 28 March 2007.
  9. ↑ Cheung, Victor (4 October 2007). "Henderson makes $42.86b offer for Towngas control". The Standard. Hong Kong. Retrieved 4 October 2007.
  10. ↑ Victor Cheung, "Henderson Land all set to take over Towngas", The Standard, 9 November 2007
  11. ↑ Victor Cheung, Henderson Land gets control of Towngas, The Standard, 8 December 2007
  12. ↑ "Proposed Listing and Offering of Units of Sunlight Real Estate Investment Trust on the Main Board" (PDF). Henderson Land Development Limited. 8 December 2006. Retrieved 27 March 2007.
  13. ↑ Ku, Daisy (13 March 2007). "HK's Regal launches US$375 mln hotel REIT". Reuters/Yahoo!Finance. Retrieved 23 March 2007.
  14. ↑ Beverly Hill
  15. ↑ Beverly Hill
  16. ↑ Beverly Hill
  17. ↑ Bloomberg (18 June 2003). "Tenanting tallest tower looks likely to be a tall order". The Standard. Retrieved 23 March 2007.
  18. 1 2 "Audit chief backs lawmakers in Promenade row". The Standard. 17 May 2006. Retrieved 23 March 2007.
  19. 1 2 Wong, Albert (25 May 2006). "Audit chief in deal on judicial review". The Standard. Retrieved 23 March 2007.
  20. ↑ "Most expensive apartment-Hong Kong flat sets world record". World Records Academy. 21 October 2009.
  21. 1 2 Moy, Patsy; Yiu, Derek (22 October 2009). "Raising the roof over developer's tall story". The Standard.
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