BEIJING • China Vanke's US$6.9 billion (S$9.4 billion) share sale to link with a metro operator faces near-certain rejection in its current form after two of the developer's biggest shareholders said they will oppose the deal.
Shenzhen Jushenghua and Foresea Life Insurance, units of little- known Baoneng Group, on Thursday said they were against the proposal to buy assets from Shenzhen Metro Group by issuing new shares as it will dilute existing share holders' interest and Vanke's profit.
China Resources, which was overtaken by Baoneng last year as Vanke's largest shareholder, reiterated its opposition to the deal.
"It seems like the current proposal will definitely be rejected" if it is submitted for a vote by shareholders without revisions, Mr David Yang, a Shanghai-based analyst at UOB Kayhian Investment, said.
"So there must be some changes," he said, citing that possibility before a second board meeting expected in about a month.
Opposition from the two stakeholders, which together own 39.5 per cent of Vanke, threatens to derail a deal that China's largest homebuilder has said is a "life-or-death" matter as it seeks new ways to expand amid surging land costs.
Vanke needs approval from two- thirds of shareholders of both its A-shares and Hong Kong-listed H shares for the deal to pass.
Vanke yesterday said it noted the latest statements from Shenzhen Jushenghua, Foresea Life Insurance and China Resources, and will listen to opinions and suggestions and maintain communication with the relevant parties.
Vanke has been embroiled in a tussle for control since last year, when an obscure conglomerate, Baoneng, replaced China Resources as the developer's largest holder.
At the time, Vanke's management labelled it a "hostile takeover", and the Shenzhen Metro transaction was widely viewed by analysts as a way to dilute Baoneng's ownership.
Now, a deal between China Resources and Baoneng may be on the table.
China Resources said at Vanke's June 17 board meeting that it has reached a consensus with the Shenzhen government to restore its status as Vanke's largest holder, according to an article written by Vanke's independent non-executive director Hua Sheng in Shanghai Securities News.
China Resources said it has reached out to Baoneng, which would not be opposed to the state- owned firm becoming Vanke's largest holder, Mr Hua wrote in the report. He was among three independent directors who voted in favour of the plan to buy assets from Shenzhen Metro by issuing new shares.
China Resources, after buying small amounts of Vanke shares from the market initially, also tried to acquire stakes from other shareholders and is still in talks with China Securities Finance and others, according to Mr Hua.
Vanke also proposed an "integration" with China Resources' property unit, China Resources Land, which was rejected, he wrote.
"A more urgent matter is that Vanke's A shares will face fairly strong selling pressure after trading is resumed," UOB Kayhian's Mr Yang said, citing the shareholding uncertainties.
Investors should sell Vanke's mainland-listed A shares amid a "rich" valuation and buy its Hong Kong-traded H shares as negative factors have been factored in, Citigroup property analyst Oscar Choi wrote in a note.
Vanke's A shares have been suspended since Dec 18 amid the restructuring plan. The company will submit a preliminary proposal, once approved by the board, to the Shenzhen exchange, which will have 10 working days to approve it and trading may resume late this month or early next month, a company official who asked not to be named, citing the firm's policy, said earlier.
Vanke said its board on June 17 voted seven to three in favour of the restructuring, with one director abstaining because of conflict of interest. Mr Zhang Liping, employed by Blackstone Group, did not vote on the proposal because the two companies are in talks about a commercial property project, according to a Vanke exchange filing.
China Resources opposed the legality of the vote, saying only members directly affiliated with the firms involved in the resolution - in this case, Shenzhen Metro - should be excluded from voting.