Global law firm Norton Rose Fulbright has advised Hong Kong listed Armada Holdings Limited (formerly known as SCMP Group Limited) on the HK$1.57 billion (approximately US$202 million) sale of approximately 74.19% of the issued shares in Armada by Kerry Media Limited, the controlling shareholder of Armada, as seller, to Great Wall Pan Asia International Investment Co., Limited, as purchaser.

In connection with the acquisition by Great Wall, our Hong Kong office has also advised Armada on its HK$930 million (approximately US$120 million) sale of the entire equity interest of one of Armada’s subsidiaries, Coastline International Limited, to Wealth Luck Holdings Limited, which is one of the conditions precedent to the completion of the acquisition by Great Wall.

The acquisition by Great Wall triggers the requirement to make a mandatory unconditional general offer for Armada Holdings Limited under the Hong Kong Takeovers Code, and the offer will be made by a subsidiary of Great Wall for all the issued shares other than those already owned or agreed to be acquired by Great Wall and its concert parties. The offer is expected to resolve the three-year suspension of trading of shares in Armada which was caused by a lack of public float.

Wealth Luck is a wholly owned subsidiary of Kerry Properties Limited, which is an indirect non-wholly owned subsidiary of the controlling shareholder of Kerry Media Limited. The sole asset held by Coastline International Limited is an investment property known as “TV City”. The disposal constitutes a major and connected transaction under the Hong Kong Listing Rules and a special deal under the Hong Kong Takeovers Code.

Last year, our Hong Kong office advised Armada on the HK$2.06 billion (approximately US$266 million) sale of its media business, including Hong Kong’s leading English-language newspaper, the South China Morning Post, to Alibaba.

The Norton Rose Fulbright team was led by Hong Kong partners Jon Perry and Emma de Ronde, assisted by senior associate Esther Yee, associates Graeme Mackay and Wayne Lee, and trainee Lillian Chau.