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CTF Services Limited Capital/Financing Update 2022

Dec 21, 2022

49372_rns_2022-12-21_67c6286c-5a81-4f1a-89bf-4f94157abc7c.pdf

Capital/Financing Update

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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 invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein will not be registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”), and may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer, its management and financial statements. The Offerors (defined below) do not intend to make any public offering of securities in the United States.

CELESTIAL MILES LIMITED

(incorporated in the British Virgin Islands with limited liability)

(the “ Issuer ”)

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(incorporated in Bermuda with limited liability) (stock code: 00659)

(the “ Guarantor ”, together with the Issuer, the “ Offerors ”)

Tender offer to purchase for cash the U.S.$1,300,000,000 5.75 per cent. Guaranteed Senior Perpetual Capital Securities (with U.S.$1,000,000,000 issued on 31 January 2019 and a further U.S.$300,000,000 issued on 3 July 2019, consolidated to form one single series) (ISIN: XS1940852145; Common Code: 194085214) issued by the Issuer and unconditionally and irrevocably guaranteed by the Guarantor (stock code: 5706)

(“Securities”)

SETTLEMENT OF THE TENDER OFFER

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Reference is made to the announcements of the Offerors dated 5 December 2022 and 14 December 2022 (together, the “ Announcements ”) in respect of the Tender Offer. Capitalized terms used but not defined herein shall have the meanings given to them in the Announcements.

The Board accordingly announces that payment of the Tender Consideration for all Securities validly tendered and accepted for purchase by the Offerors was made on 20 December 2022.

Further to the settlement of the Tender Offer, U.S.$280,856,000 in aggregate principal amount of the Securities were purchased and redeemed by the Offerors on 20 December 2022 and cancelled pursuant to the terms and conditions of the Securities. U.S.$1,019,144,000 in aggregate principal amount of the Securities remain outstanding.

By Order of the Board Dr. Cheng Kar Shun, Henry Chairman

Hong Kong, 21 December 2022

As at the date of this announcement, the directors of the Issuer are Mr. Ma Siu Cheung, Mr. Ho Gilbert Chi Hang and Mr. Lam Jim.

As at the date of this announcement, (a) the executive directors of the Guarantor are Dr. Cheng Kar Shun, Henry, Mr. Ma Siu Cheung, Mr. Ho Gilbert Chi Hang, Dr. Cheng Chi Kong, Adrian, Mr. Cheng Chi Ming, Brian and Mr. Cheng Chi Leong, Christopher; (b) the non-executive directors of the Guarantor are Mr. To Hin Tsun, Gerald, Mr. Dominic Lai and Mr. William Junior Guilherme Doo (alternate director to Mr. William Junior Guilherme Doo: Mr. Lam Wai Hon, Patrick); and (c) the independent non-executive directors of the Guarantor 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.

  • For identification purposes only

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