S.F. Holding (06936): S.F. Fengtai plans to acquire all shares of S.F. Logistics Holdings Limited for HK$2.611 billion

S.F. Holding (06936) announced that, in relation to the joint announcement published on October 29, 2026 by S.F. Fengtai Industrial Park Holdings Limited (the "Buyer" or "S.F. Fengtai"), a wholly-owned subsidiary of S.F. Holding Co., Ltd. (the "Company"), and S.F. Real Estate Investment Trust (SF REIT; stock code: 2191) (the "Announcement"). As at the date of this announcement, the Company indirectly holds 300 million SF REIT fund units through S.F. Fengtai, representing approximately 36.61% of the total number of its issued fund units. As stated in the Announcement, the Buyer, Deutsche Trustee (Hong Kong) Limited (the "Seller") (as trustee of SF REIT), and SF REIT Asset Management Limited (as manager of SF REIT) have entered into a sale and purchase agreement (the "Agreement"), pursuant to which the Seller will sell to the Buyer all issued shares of and intercompany balances owing by S.F. Logistics Holdings Limited (the "Sale Entity"), a direct wholly-owned subsidiary of SF REIT, for a total consideration of approximately HK$2.611 billion (the "Proposed Sale"). The Sale Entity currently holds four properties (the "Spin-off Assets") in Tsing Yi, Hong Kong and in Foshan, Wuhu and Changsha in mainland China. All four properties are modern logistics properties located in strategic key logistics hubs in Hong Kong and mainland China. Upon completion of the Proposed Sale, SF REIT will no longer hold any interest in the Sale Entity. Upon completion of the Proposed Sale, SF REIT will make a proposed special distribution (the "Proposed Special Distribution") and a proposed 2026 second interim distribution (the "Proposed 2026 Second Interim Distribution"), and will, in accordance with the Code on Real Estate Investment Trusts (the "REIT Code"), make a proposed termination, proposed liquidation, proposed delisting and proposed withdrawal of SF REIT's authorization as a real estate investment trust (together with the Proposed Special Distribution and the Proposed Sale, collectively the "Proposals"), and its fund units will be delisted from The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The Proposals are subject to the fulfillment (or, where applicable, waiver) of the conditions precedent set out in the Announcement, including approval at an extraordinary general meeting by the independent fund unit holders of SF REIT in accordance with the approval thresholds applicable under the REIT Code and the Hong Kong Code on Takeovers and Mergers. As stated in the Announcement, S.F. Fengtai has agreed under the Agreement to: (i) offset the consideration for the Proposed Sale against the amount of the Proposed Special Distribution due to it, and (ii) waive its entitlement to the Proposed 2026 Second Interim Distribution. Through this acquisition, the Company will regain full control of the Spin-off Assets. The Proposals will help the Company coordinate and optimize the relevant logistics assets more flexibly and eliminate ongoing redundant administrative and management expenses, which is in line with the Company's long-term strategic layout for logistics assets; at the same time, they also provide fund unit holders with a good opportunity to optimize capital allocation and realize tangible value.