Slaughter and May is advising Guoco Group Limited in relation to its proposed privatisation by GuoLine Overseas Limited

Slaughter and May, Hong Kong, is advising Guoco Group Limited (Guoco) in relation to its proposed privatisation by GuoLine Overseas Limited (GuoLine). GuoLine has requested the board of directors of Guoco to put forward to the shareholders of Guoco a proposal which will involve the privatisation of Guoco by way of a scheme of arrangement under Section 99 of the Companies Act of Bermuda (Scheme) and, subject to the Scheme having become binding and effective, the payment by Guoco of a special dividend (by way of a distribution in-specie) of up to 291,117,141 ordinary shares in Hong Leong Financial Group Berhad (HLFG). Under the joint announcement dated 29 June 2018, the proposal is conditional upon the satisfaction or waiver (as applicable) of certain conditions. Upon completion of the proposal, GuoLine will own 100% of the shares of Guoco, and Guoco will apply for the withdrawal of the listing of its shares on the Hong Kong Stock Exchange.

The total amount of cash payable to the Scheme shareholders under the Proposal, assuming all of them elect the Cash Alternative under the Distribution, is approximately HK$12.5 billion.

Evercore Asia Limited and Platinum Securities Company Limited are the joint financial advisers to GuoLine.

Guoco is incorporated in Bermuda and listed on the Hong Kong Stock Exchange. Its operating subsidiaries and investment activities are principally located in Hong Kong, China, Singapore, Malaysia, Vietnam and the United Kingdom. Guoco has four core businesses, namely: (i) principal investments; (ii) property development and investment; (iii) hospitality and leisure business; and (iv) financial services.

GuoLine is a wholly-owned indirect subsidiary of Hong Leong Company (Malaysia) Berhad, which together with its subsidiaries are engaged in the businesses of financial services, manufacturing and distribution, property development and investment, and hospitality and leisure.

HLFG is listed on the Official List of Bursa Malaysia Securities Berhad. HLFG group is a diversified financial services group whose businesses provide a broad range of financial products and services to consumer, corporate and institutional customers. The principal activities of the significant subsidiaries consist of commercial banking business, Islamic banking services, insurance and takaful business, investment banking, futures and stockbroking and asset management business.

Benita Yu Senior Partner
Edward Lau Counsel