C C Land Holdings Limited (SEHK:1224) entered into an agreement to acquire the Leadenhall Building from The British Land Company PLC (LSE:BLND) and Oxford Properties Group, Inc. for £1.1 billion on March 1, 2017. Under the terms of agreement, £770.7 million will be paid to the sellers as initial consideration in equal shares. The buyer will also repay the outstanding shareholder loans of the target at completion, which is estimated by the sellers to be £364.3 million. The consideration for the sale will be calculated by reference to the net asset value of that Leadenhall Building based on the agreed property value of £1.2 billion, subject to adjustment for top-ups in respect of rent free periods and rent guarantees currently estimated to be £12.7 million. As part of the initial consideration, CC Land paid an amount of approximately £287.5 million to the British Land and Oxford Properties solicitors as stakeholders (stakeholder account). The consideration will be funded by the internal and external resources, including equity and/or debt financing of C C Land as appropriate. Bank of China(Hong Kong), ING Real Estate Finance and HSBC financed £644.1 million for C C Land Holdings Limited's acquisition of the Leadenhall building.

The annual rental income of Leadenhall Building is £40.2 million in 2016. The building reported net profit of £140.6 million and net assets of £498.6 million for the year ended March 31, 2016. The sale is subject to approval by the shareholders of C C Land. If approval of the C C Land shareholders is not obtained on or before June 28, 2017, or such other date agreed by the parties, then a total of £40 million of £287.5 million will be released to the British Land and Oxford Properties, with the remainder to be returned to the C C Land . If approval of the C C Land shareholders is obtained then the whole of the approximately £287.5 million will be released to the British Land and Oxford Properties at the earlier of completion and June 28, 2017, or such other date agreed by the parties. If the condition is fulfilled but the sellers fail to proceed with completion, all amounts held in stakeholder account will be returned to buyer and any amount previously released to the sellers will be returned to the buyer. Conversely, if the condition is fulfilled but the buyer defaults and fails to proceed with completion and the sellers terminate the agreement, all remaining amounts in the stakeholder agreement will be released to the sellers. The Chairman of C C Land, Cheung Chung Kiu has given an irrevocable undertaking to procure to vote in favor of the resolution approving the transaction. The shareholders of C C Land approved the transaction. The transaction is expected to be completed by April 25, 2017. The first long stop date is May 25, 2017 and the final long stop date is June 28, 2017. Proceeds received by British Land for its interest will initially be used to pay down revolving credit facilities, pending redeployment. Disposal is slightly dilutive to British Land's earnings per share and slightly accretive to its net asset value per share.

David Johnson of Cushman & Wakefield Corporate Finance Limited acted as broker to British Land and Oxford Properties. Mayer Brown International LLP acted as legal advisor to British Land. Herbert Smith Freehills LLP acted as legal advisor to Oxford Properties. Guy Lamming and Gordon Simpson of Finsbury Group acted as media relation advisors to British Land. James Devas acted as media relation advisor to Oxford Properties. Stephen Down of Savills acted as advisor to C C Land. Raulin Amy, Alexander Curry, Wendy Walker and Royan George of Ogier and Chris de Pury, Adam Bogdanor, Tax Elizabeth Bradley, James Banks, Gareth Stringer, Andy West and Raymond Fang of Berwin Leighton Paisner acted as legal advisors to CC Land. Linda Martin and Veronica Strande of Conyers Dill & Pearman, London Office acted as legal advisors to CC Land. Davis Coffer Lyons acted as real estate advisor to The British Land Company PLC and Oxford Properties Group, Inc. Andrew Laing of Eastdil Secured, L.L.C. acted as financial advisor to The British Land and Oxford Properties. James Beckham of Cushman & Wakefield acted as an investment agent for British Land and Oxford Properties. Dan Neidle, Anne Drakeford, Alis Pay and Jane Cheong Tung Sing of London office along with Dauwood Malik of Hong Kong office of Clifford Chance acted as the advisors for Bank of China(Hong Kong), ING Real Estate Finance and HSBC in connection with the financing of the transaction.

C C Land Holdings Limited (SEHK:1224) completed the acquisition of The Leadenhall Building from The British Land Company PLC (LSE:BLND) and Oxford Properties Group, Inc. on May 25, 2017.