SPG Land to Sell Control, Peninsula Stake, Pay Special Dividend

SPG Land Holdings Ltd. (337) said it will sell both a controlling stake in itself and its half interest in Shanghai’s Peninsula hotel, raising $561.5 million to repay bank loans, fund projects and distribute a special dividend.

Greenland Holding Group Co. will pay HK$3 billion ($386 million), or HK$1.90 a share, for new stock representing a 60 percent stake in the developer, SPG said yesterday in a filing to the Hong Kong stock exchange. SPG Chairman Wang Weixian will buy the company’s 50 percent stake in the Peninsula Shanghai for 1.08 billion yuan ($175 million), according to the statement.

In March, China ordered higher down payments and borrowing costs for second-home mortgages in cities with “excessively fast” price gains, as well as stricter enforcement of taxes on sales. Shanghai-based SPG is among developers with a large proportion of high-end projects that appeal to speculative buyers and so are “more exposed” to the new rules, according to a March 5 Moody’s Investors Service report.

Greenland’s investment “will strengthen the financial position of the group, raise the profile of the group in Hong Kong and China, and allow the group to benefit from the strong support and resources of Greenland,” SPG said in the filing. The company plans to change its name to Greenland Hong Kong Holdings Ltd.

Investors in the company’s $200 million of 13.5 percent notes due April 2016 last year agreed to change the terms of its debt to allow the company more flexibility to sell assets.

SPG shares will resume trading in Hong Kong today after being suspended on April 19. The stock gained 11 percent to HK$3.82 on April 18 and has almost doubled in value this year, compared with a 2.6 percent gain in the city’s benchmark Hang Seng Index.

Peninsula Sale

For the Peninsula sale, the company said its joint-venture agreement gives partner Hongkong & Shanghai Hotels Ltd. (45) the right to buy the company’s stake at a 20 percent discount to market value if Wang’s holding in SPG falls to less than 50 percent. The disposal avoids this preemption right, SPG said.

SPG said it plans to issue four bonus shares for each share held to maintain its public float after the stake sale. Wang will take convertible preference shares in place of bonus stock, SPG said. After the bonus issue, SPG plans to consolidate every five shares into one new share.

The company will then pay out HK$1.275 a consolidated share, or about HK$1.34 billion, as a special dividend. This will leave the company total net proceeds of about HK$2.94 billion from the disposal and share issue with which to pay bank loans and fund real estate projects, the company said.

Greenland is a state-controlled, Shanghai-based based company that owns real estate projects in 70 cities in 25 Chinese provinces, SPG said. Greenland also invests in energy and finance, it said.

The deals are subject to regulatory waivers and shareholder approval, SPG said.

To contact the reporter on this story: Joshua Fellman in New York at jfellman@bloomberg.net

To contact the editor responsible for this story: Andreea Papuc at apapuc1@bloomberg.net

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