As at 31 December 2014,
Henderson Investment ("HI") was a 69.27% listed subsidiary of the company (
67.14% as at 30 June 2006), which previously held the group stakes in the
Hong Kong Ferry (Holdings) Company, the
Miramar Hotel Group, and The
Hong Kong and China Gas Company. Its shares have been consistently trading at below NAV.
Privatisation attempt In November 2002, the company attempted to buy out minority shareholders by making an all-cash offer of HKD 7.60, representing a 40% discount to NAV. The buyout offer fell when it was opposed by more than 14% of the holders of the outstanding shares. In November 2005, it made another attempt when it offered one share for every 2.6 share in HI, although the offer was subsequently sweetened to 2.5 shares. The revised deal valued HI at an 18% discount to its net asset value. The company had persuaded shareholder
Templeton Investment to back the buyout. Nevertheless, this second offer was again rejected, more narrowly this time, by 10.94% of the minority vote. This was in excess of the statutory blocking vote of 10%.
Asset sale to parent Miramar and HK Ferry When trading in both companies' shares were suspended on 26 March, there was speculation that the company would launch another buyout attempt after the expiry of the one year legal moratorium. On 27 March 2007, it was reported that the company would not make another privatisation bid for the time being, but offered HK$12.1 billion for some of its subsidiary's assets, principally the holdings in Miramar Hotel and Hong Kong Ferry held by Henderson Investment. HI would make a special distribution of HK$5 per HI after the sale. Net of the HKD10.35 billion special distribution for its 73.5% stake, Henderson's net cash outlay will be $1.75 billion.
Towngas On 3 October 2007, the company proposed to pay market value only to gain control of Towngas. It would acquire the 39.06 percent stake in Towngas held by subsidiary Henderson Investment for HK$42.86 billion in cash and convertible notes. Minority shareholders of Henderson Investment, who together hold 30.73%, would receive 204.1 million Henderson Land shares and HK$1.19 billion in cash. The offer was considered by analysts to be favourable to the company, and
David Webb criticised the deal saying Henderson was acquiring the stake on the cheap, without paying any
control premium to minority shareholders of Henderson Investment. Webb further criticised the nature of the offer as a back-door privatisation of Henderson Investment, which would virtually be a
shell company after the transfer of the stake. On 7 November, Henderson sweetened the offer to appease minority shareholders (mainly Elliott Capital) by increasing the cash portion to HK$2.24 per share. On 7 December 2007, Henderson secured shareholders' support for the usurpation. ==Sunlight REIT==