EQS-Ad-hoc: CTF Services Limited / Key word(s): Bond
CTF Services Limited: ADJUSTMENT TO CONVERSION PRICE OF HK$780,000,000
4.00 PER CENT. CONVERTIBLE BONDS DUE 2025
26-Feb-2025 / 16:15 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS
Group.
The issuer is solely responsible for the content of this announcement.
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong
Kong Limited take no responsibility for the contents of this announcement,
make no representation as to its accuracy or completeness and expressly
disclaim any liability whatsoever for any loss howsoever arising from or
in reliance upon the whole or any part of the contents of this
announcement.
This announcement is for information purposes only and does not constitute
an offer to sell or the solicitation of an offer to buy any securities and
neither this announcement nor anything herein forms the basis for any
contract or commitment whatsoever. Neither this announcement nor any copy
hereof may be taken into or distributed in the United States.
The information contained in this announcement is not for distribution,
directly or indirectly, in or into the United States. This announcement
does not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States. The New Shares
and the Bonds mentioned herein have not been, and will not be, registered
under the Securities Act, and may not be offered or sold in the United
States except pursuant to registration or an exemption from the
registration requirements of the Securities Act. No public offering of the
New Shares or the Bonds will be made in the United States.
CTF Services Limited
(incorporated in Bermuda with limited liability)
(stock code: 00659)
ANNOUNCEMENT
ADJUSTMENT TO CONVERSION PRICE OF
HK$780,000,000 4.00 PER CENT. CONVERTIBLE BONDS DUE 2025
Reference is made to (i) the announcements of the Company dated 15 January
2025 and 22 January 2025 in relation to the Bonds (together, the "CB
Announcements"); and (ii) the announcement of the Company dated 26
February 2025 in relation to the unaudited consolidated interim results of
the Group for the six months ended 31 December 2024 (the "2025 Interim
Results Announcement"). Capitalised terms used in this announcement shall
have the same meanings as those defined in the CB Announcements unless
otherwise stated.
As disclosed in the CB Announcements, pursuant to the terms and conditions
of the Bonds, the Conversion Price is subject to adjustment for, among
other things, distribution to the Shareholders. The Conversion Price shall
be adjusted by multiplying the Conversion Price in force immediately prior
to such distribution by the following fraction:
A-B
A
where:
A is the Current Market Price of one Share on the date on which the
distribution is publicly announced; and
B is the Fair Market Value on the date of such announcement of the portion
of the distribution in Hong Kong dollars attributable to one Share.
Such adjustment shall become effective on the date that such distribution
is actually made or if a record date is fixed therefor, immediately after
such record date.
As announced in the 2025 Interim Results Announcement, the Board has
resolved to declare an interim ordinary dividend of HK$0.30 per Share and
a special dividend of HK$0.30 per Share (collectively, the "2025 Interim
Dividend") for the six months ended 31 December 2024. The 2025 Interim
Dividend will be paid to the Shareholders whose names appear on the
register of members of the Company on 21 March 2025 (the "Record Date").
Accordingly and assuming that no other event that may trigger an
adjustment to the Conversion Price will occur on or before 22 March 2025,
the Conversion Price will be adjusted from HK$8.043 per Share to HK$7.39
per Share (the "Adjustment") as a result of the declaration of the 2025
Interim Dividend to be paid to the Shareholders and the Adjustment will
become effective on 22 March 2025, being the date immediately after the
Record Date.
Save for the Adjustment, all other terms and conditions of the Bonds
remain unchanged.
As at the date of this announcement, HK$780,000,000 in aggregate principal
amount of the Bonds remains outstanding. Immediately following the
Adjustment and assuming that the outstanding aggregate principal amount of
the Bonds remains unchanged, the maximum number of New Shares that will be
issued by the Company upon full conversion of the outstanding Bonds at the
adjusted Conversion Price of HK$7.39 per Share will be 105,548,037 Shares,
representing:
a. an increase of 8,569,298 New Shares (the "Additional Conversion
Shares") from the original 96,978,739 New Shares based on the initial
Conversion Price of HK$8.043 per Share;
b. approximately 2.64% of the existing number of issued Shares of the
Company of 3,997,540,085 Shares as at the date of this announcement;
and
c. approximately 2.57% of the number of issued Shares of the Company, as
enlarged by the issue and allotment of the New Shares upon full
conversion of the Bonds (assuming that there is no other change to the
issued share capital of the Company).
The Additional Conversion Shares will be issued and allotted pursuant to
the General Mandate. The Company is entitled to issue and allot a maximum
of 799,508,017 Shares pursuant to the General Mandate and, as at the date
of this announcement, no Shares have been issued pursuant to the General
Mandate. Accordingly, the General Mandate is sufficient to cover the issue
of the New Shares (including Additional Conversion Shares) upon full
conversion of the Bonds.
An application will be made by the Company to the Hong Kong Stock Exchange
for the listing of, and permission to deal in, the Additional Conversion
Shares on the Hong Kong Stock Exchange in due course.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED
OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE
7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR").
FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING
REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY DR. CHENG KAR
SHUN, HENRY, DIRECTOR OF THE ISSUER.
By order of the Board
CTF Services Limited
Dr. Cheng Kar Shun, Henry
Chairman
Hong Kong, 26 February 2025
As at the date of this announcement, (a) the executive directors of the
Company are Dr. Cheng Kar Shun, Henry, Mr. Cheng Chi Ming, Brian, Mr. Ho
Gilbert Chi Hang, Mr. Lam Jim and Mr. Cheng Chi Leong, Christopher; (b)
the non-executive directors of the Company are Mr. William Junior
Guilherme Doo (alternate director to Mr. William Junior Guilherme Doo: Mr.
Lam Wai Hon, Patrick) and Mr. Tsang On Yip, Patrick; and (c) the
independent non-executive directors of the Company are Mr. Shek Lai Him,
Abraham, Mr. Lee Yiu Kwong, Alan, Mrs. Oei Wai Chi Grace Fung, Mr. Wong
Kwai Huen, Albert, Professor Chan Ka Keung, Ceajer and Ms. Ng Yuen Ting,
Yolanda.
End of Inside Information
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26-Feb-2025 CET/CEST News transmitted by EQS Group. www.eqs.com
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Language: English
Company: CTF Services Limited
Clarendon House, 2 Church Street
HM 11 Hamilton
Bermuda
Phone: (852) 3113 6028
E-mail: jimlam@ctfs.com.hk
Internet: https://www.ctfs.com.hk/
ISIN: XS2982940103
Listed: Vienna Stock Exchange (Vienna MTF)
EQS News ID: 2092005
End of Announcement EQS News Service
2092005 26-Feb-2025 CET/CEST
