Gemini Investments (Holdings) Limited (Stock Code: 174) disclosed that a fund under its U.S. real estate platform, GR Realty, entered into a conditional agreement on 26 November 2025 (U.S. Eastern Time) with Evelyn Capital LLC for disposing of three office buildings in Nashville, Tennessee, for a total consideration of US$30 million (approximately HK$235.5 million). The properties, owned by Rosemont Lakeview Operating LLC, had a carrying value of about US$32.38 million as of 31 October 2025.

According to the announcement, the disposal qualifies as a major transaction under applicable Listing Rules, as one of the relevant percentage ratios exceeds 25% but is below 75%. Estate Spring and Grand Beauty, which together hold approximately 66.63% of the issued shares, will provide written approval, exempting the need for a general meeting. Closing is subject to certain conditions, including fulfillment of title and representation requirements.

An expected loss of approximately US$2.685 million (around HK$21.077 million) is anticipated, reflecting the difference between the disposal price, the carrying value, and related expenses. Net proceeds of roughly US$28.391 million (about HK$222.869 million) are earmarked for repayment of a loan owed to GR Realty, payment of performance-based fees to the general partner, and distribution to the fund’s limited partners. Of these sums, around US$15.676 million is expected to be received in total by GR Realty (including repayment of the existing loan), and about US$5.398 million will be distributed to Gemini Investments (Holdings) Limited and GR Realty in their capacities as limited partners.

A circular containing further details is expected to be dispatched to shareholders on or before 19 December 2025, in line with relevant Listing Rules requirements. Shareholders and potential investors are advised to exercise caution until the transaction’s conditions are fully satisfied or waived.