Regal Real Estate Investment Trust (SEHK:1881) signed a letter of intent to acquire Prosper Harvest Investments Limited from P&R Holdings Limited for HKD 1.4 billion on May 23, 2017. On June 29, 2017, Regal Real Estate Investment Trust (SEHK:1881) entered into share purchase agreement to acquire Prosper Harvest Investments Limited from P&R Holdings Limited for HKD 1.4 billion. Under the terms of the transaction, Regal Real Estate Investment will acquire the entire share capital of Prosper Harvest Investments and the shareholder loan of HKD 1 billion. The consideration is subject to certain current assets adjustment at HKD 2 million. Regal Real Estate Investment will pay a refundable deposit of HKD 200 million within one business day from the signing of the share purchase agreement and the remaining consideration of HKD 1.2 billion (approximately 85.3% of consideration) plus the current assets adjustment capped at HKD 2 million will be paid upon completion. The Deposit shall not be deposited into an escrow account and may be used by P&R Holdings Limited without restriction. The acquisition will be funded by Regal REIT’s existing and new bank facilities amounting to HKD 1.16 billion and by internal resources amounting to HKD 1.26 million. The Independent Board Committee has been constituted to advise the independent unitholders in respect of the transaction requiring approval. For the financial year ended December 31, 2016, Prosper Harvest Investments Limited reported total assets of approximately HKD 860 million, net loss of approximately HKD 140 million and net liabilities of approximately HKD 140 million. The extraordinary general meeting of the unitholders of Regal Real Estate Investment Trust will be held on July 20, 2017. The transaction is subject to approval from independent shareholders and independent unit holders of Regal Hotels International Holdings Limited and Regal Real Estate Investment Trust. The agreement is expected to be entered on or before June 30, 2017. As of July 20, 2017, the transaction was approved by the shareholders and unitholders of Regal Real Estate Investment Trust. As of August 8, 2017, the circular for transaction has been filled by Regal Hotels International Holdings Ltd. The Board of Directors of Regal Hotels International Holdings Ltd consider the transaction as fair and reasonable and recommend the shareholders to vote in favor of transaction. Investec Capital Asia Limited also recommends Independent Board Committee of Regal Hotels International Holdings Limited to advise the Independent Shareholders to vote in favor of the resolution to approve the transaction. The deposit shall be refunded in full within 10 Business Days if the share purchase agreement is terminated due to any condition not being satisfied on or before September 30, 2017 and the completion obligations of P&R Holdings Limited not being complied with by P&R Holdings Limited on the completion of the transaction including, without limitation, the delivery of counterparts of the remaining transaction documents duly signed by P&R Holdings Limited and any of the representations and warranties given by P&R Holdings Limited being considered by the Regal Real Estate Investment Trust to have been breached, be untrue or misleading or any of P&R Holdings Limited being in material breach of the agreement and P&R Holdings Limited failing to procure compliance with the provisions of the agreement. Altus Capital Limited acted as financial advisor for the Independent Board Committee and the independent unitholders of Regal Real Estate Investment Trust. Ernst & Young Certified Public Accountants acted as accountant for Regal Real Estate Investment Trust. Computershare Hong Kong Investor Services Limited acted as registrar for Regal Real Estate Investment Trust. Colliers International (Hong Kong) Limited acted as independent property valuer for Regal Real Estate Investment Trust. Baker & McKenzie Hong Kong acted as legal advisor for Regal Real Estate Investment Trust. Savills (Hong Kong) Limited acted as consultant for Regal Real Estate Investment Trust. Investec Capital Asia Limited acted as financial advisor to Regal Hotels International Holdings Ltd. Regal Real Estate Investment Trust (SEHK:1881) completed the acquisition of Prosper Harvest Investments Limited from P&R Holdings Limited on September 4, 2017.