Less than a year after its listing, two shareholders of Green Tea Group plan to liquidate and exit.
On April 9, casual Chinese restaurant operator Green Tea Group (6831.HK) announced that the company's board of directors received notice from the company's major shareholder Partners Group Gourmet House Limited (hereinafter referred to as "Partners Gourmet"). On April 8, Partners Gourmet announced three share sale arrangements. The total number of shares involved in the placement and sale is 106 million shares, equivalent to approximately 15.96% of the total number of issued shares (excluding treasury shares) on the announcement date.
As of the close of trading on April 9, the share price of Green Tea Group (6831.HK) was at HK$7.92 per share, down 10.71%.
Specifically, Partners Gourmet entered into a block transaction agreement with J.P. Morgan Securities (Asia Pacific) Co., Ltd. and GF Securities (Hong Kong) Brokerage Co., Ltd. (hereinafter referred to as the "Placement Agent"). The placement agent agreed to act as Partners Gourmet's agent and urge placees to purchase a total of 60.044 million ordinary shares of the company on a best-effort basis; Partners Gourmet agreed to sell 23.0484 million shares it held to the investment fund; Partners Gourmet has agreed to enter into a purchase and sale agreement with a strategic corporate buyer to sell certain shares held by it for an aggregate proceeds of up to US$30 million.
The announcement stated that the placement is expected to be completed on April 13, 2026. Completion of the Disposal is subject to regulatory approvals. Upon completion of the placing and sale, Partners Gourmet will no longer hold any shares and will no longer be a shareholder of the Company.
The announcement also pointed out that the sale of shares by Partners Gourmet will not have a significant impact on the group's business operations and financial status. Shareholders and potential investors of the Company should note that the placing and sale are subject to the fulfillment of conditions precedent before completion. Accordingly, the Placing and Disposal may or may not proceed.
Green Tea Group will be listed on the Hong Kong Stock Exchange in May 2025. According to the prospectus, Partners Gourmet is a strategic investor in Green Tea Group and is controlled by Partners Group Holding AG, a global private market investment management company listed on the Swiss Stock Exchange (stock code: PGHN). As of December 31, 2024, its assets under management were approximately US$152 billion, and its investment areas include private equity, private debt, private real estate and private infrastructure. In addition to its strategic investment in Green Tea Group, Partners Group has also invested in a chain retailer in China that provides one-stop solutions for baby products, a service provider that designs, manufactures and installs retail display devices, and a cross-border logistics service provider.
The prospectus shows that Green Tea Group got to know Partners Group in 2015 through the professional network introduction of Partners Group’s private equity investment team. After evaluating the catering industry in mainland China in 2015 and holding multiple meetings with the directors of Green Tea Group over the past two years, Partners Gourmet decided to invest in Green Tea Group.
In May 2017, based on strategic investment, Green Tea Group issued and allotted 2,688 shares and 445 shares of Series A preference shares to Time Sonic and Partners Gourmet respectively, at a consideration of US$2,688 and US$10.0367 million respectively. On the same day, Time Sonic transferred 2,688 Series A preferred shares to Partners Gourmet for a consideration of US$60.5945 million. After the completion of the strategic investment, Time Sonic and Partners Gourmet held a total of 7,312 ordinary shares and 3,133 Series A preferred shares, accounting for approximately 70.0% and 30.0% of Green Tea Group's equity respectively. After the completion of the restructuring and before the IPO, Partners Gourmet's stake in Green Tea Group dropped to 28.2%.
