HONG KONG, May 13 (Reuters) - Hong Kong-listed real

estate fund manager ESR Group ( ESRCF ), which halted trading in

its shares on Monday, said in an exchange filing that a group of

investors has proposed to take the company currently valued at

$5.4 billion private.

ESR, which is backed by U.S. private equity firm Warburg

Pincus LLC, said in a statement after the market close it has

received the non-binding, conditional proposal from a consortium

of investors made of entities controlled by Starwood Capital

Group, Sixth Street Partners and SSW Partners, which could

result in ESR's delisting.

ESR said that under the proposal, which it received on April

25, its shareholders would have a choice between cash

consideration or rolling their shares into the go-forward

private company, subject to the terms of the final roll-over

arrangements.

Earlier on Monday, ESR said in a filing its trading was

halted pending an announcement about inside information.

ESR said it has formed an independent board committee to

consider the proposal, adding its consideration was at a

"preliminary stage".

It said Warburg Pincus, which is not part of the consortium,

and ESR's founders are in discussions with the consortium about

its proposal, which they welcome and believe would be in the

best interest of ESR shareholders.

ESR said it has asked the stock exchange to resume trading

on Tuesday. Its shares closed at HK$10 on Friday, the highest

since March 4, valuing ESR at $5.4 billion, according to LSEG

data. The shares have fallen 7.4% so far this year, lagging a

12% increase in the benchmark Hang Seng Index.

Reuters reported the take-private proposal earlier on

Monday, with sources saying the discussions were at an early

stage with its terms yet to be finalised.

ESR manages a range of property-focused funds and its own

property investments. It went public in Hong Kong in 2019 after

pricing its initial public offering at HK$16.8 per share.

Headquartered in Miami, Florida, Starwood Capital has raised

over $75 billion since its inception in 1991 and currently has

about $115 billion of assets under management, its website says.

($1 = 7.8141 Hong Kong dollars)