Nanjing Xinjiekou Department Store Co., Ltd. (SHSE:600682) agreed to acquire 89% of Highland Group Holdings Ltd. from Bank Of Scotland plc, Caird Capital LLP and other shareholders in a transaction that values Highland Group Holdings at approximately £480 million on April 3, 2014. Nanjing Xinjiekou Department Store Co. will pay £155.33 million in cash as consideration. On April 12, 2014, Nanjing Xinjiekou Department Store Co. entered into a definitive agreement regarding the acquisition. The enterprise value includes House of Fraser's debt and at least an element of its pension deficit. Nanjing Xinjiekou will pay in cash using its own capital and money raised through debt financing. Nanjing Xinjiekou would add HKD 1.9 billion (£147.67 million) in new capital, to finance the acquisition. For the year ended January 25, 2014, Highland Group reported revenues of £731.7 million, EBIT of £19.7 million, EBITDA of £54.5 million and net loss of £1.7 million. As of January 25, 2014, Highland Group reported total assets of £913.8 million, total common equity of £104.8 million, net debt of £125.9 million and total debt of £245.9 million.

Don McCarthy will be stepping down as Executive Chairman of House of Fraser upon completion of the transaction. As on March 28, 2014, the transaction has been approved by the House of Fraser board. The transaction is subject to customary closing conditions including the approval of Nanjing Cenbest shareholders and Chinese regulatory clearances and is expected to close in approximately four months.

As of August 19, 2014, the transaction has been approved by the China Securities Regulatory Commission. Simon Branigan, Kanyaka Ramamurthi, Iain Fenn, Hannah Chuter, Paul Wong, Michael Fanner, Mark Hageman, Tom Wells, Katie Ahern, Emily Burke, Satindar Dogra, Joe Smallshaw, John Ramsay, Mike Bienenfeld, Robert Ludwig, Cole Smith, Nick Owen, Katharine Collard, Betty Yap, John Xu, Elizabeth Conway, Premlata Patel, Ildar Bagautdinov, Dominic Bilham, Toby Grimstone, Francisco Ferraz de Carvalho, Edgar Monteiro, Andrew Reilly, Charlotte Phillip, Owen Clay and Matthew Powell of Linklaters LLP acted as legal advisors for Highland Group Holdings. Derek Baird, Shaolin Luo, James Connor, Christina Barnsley, Nick Shaw and Antti Pesonen of of Simpson Thacher & Bartlett LLP acted as legal advisors for Nanjing Xinjiekou Department Store Co., Ltd. Andrew Wingfield of King & Wood Mallesons LLP acted as legal advisor for Bank Of Scotland plc. Dickson Minto W.S. acted as legal advisor for Caird Capital LLP. Philip Noblet and Catherine Cai of Bank of America Merrill Lynch acted as financial advisor to Nanjing Cenbest. Itamar Har-Even of Reorient Group acted as financial advisor to Highland Group Holdings. Fergus Wylie, Clotilde Gros and Madeleine Palmstierna of Newgate Communications acted as public relations advisor in the deal. Lynia Lau of Clyde & Co acted as legal advisor to Nanjing Xinjiekou. Majid Ishaq, Roland Oakshett, Nigel Himsworth, Jonathan Finn, Tom Smyth, Helier Pavely-Drage of N M Rothschild & Sons Limited acted as financial advisor for House of Fraser. HSBC Bank Plc acted as financial advisor to Highland Group Holdings. Bank of America Merrill Lynch acted as financial advisor to Nanjing Xinjiekou. The conversion was done through www.oanda.com as of April 7, 2014.

Nanjing Xinjiekou Department Store Co., Ltd. (SHSE:600682) completed the acquisition of 89% of Highland Group Holdings Limited from Bank Of Scotland plc, Caird Capital LLP and others on September 2, 2014.