HKBN Ltd. — Capital/Financing Update 2015

Mar 26, 2015

Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus dated Friday, 27 February 2015 (the “ Prospectus ”) issued by HKBN Ltd. (the “ Company ”).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company 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 or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities of the Company. Potential investors should read the Prospectus for detailed information about the Company before deciding whether or not to invest in the Shares.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.

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HKBN Ltd. 香港寬頻有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock code: 1310

FULL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus was fully exercised by the Joint Global Coordinators (on behalf of the International Underwriters) on 26 March 2015 in respect of 96,729,500 additional Shares (the “ Over-allotment Shares ”), representing not more than approximately 15% of the Offer Shares initially available under the Global Offering. The Over-allotment Shares will be sold by the Over-allotment Shareholders at HK$9.00 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Offer Share under the Global Offering. A further announcement will be made by the Company after the end of the stabilization period.

FULL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus was fully exercised by the Joint Global Coordinators (on behalf of the International Underwriters) on 26 March 2015 in respect of 96,729,500 additional Shares, representing not more than approximately 15% of the Offer Shares initially available under the Global Offering.

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Pursuant to the Stock Borrowing Agreement, Goldman Sachs International (“ Goldman Sachs ”) has borrowed 96,729,500 Shares from Metropolitan Light Group Holdings Limited (“ MLGHL ”) to cover over-allocations in the International Offering. The Over-allotment Shares will be used to facilitate the return in full to MLGHL of the 96,729,500 borrowed Shares, which were used solely to cover over-allocations in the International Offering.

The Over-allotment Shares will be sold by the Over-allotment Shareholders at HK$9.00 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Offer Share under the Global Offering. Approvals for the listing of and permission to deal in the Over-allotment Shares have already been granted by the Listing Committee of the Stock Exchange.

The shareholding structure of the Company immediately before and immediately after the sale of the Over-allotment Shares by the Over-allotment Shareholders is as follows:

ShareholdersMLGHLCity-Scape Pte. Ltd.AlpInvest Partners Co-Investments2009 C.V. and AlpInvest PartnersCo-Investments 2010 II C.V.William YeungNi Quiaque LaiCo-OwnersPlan TrusteePublic InvestorsThe Cornerstone InvestorTotalNotes:	Immediately before the saleof the Over-allotment SharesNumber ofShares(1)Approximatepercentage ofthe Company’sissued sharecapital (%)(2)145,223,44714.44%99,387,4979.88%16,689,2761.66%25,642,5442.55%32,022,5443.18%36,168,1923.60%5,666,6660.56%472,484,50046.98%172,382,00017.14%1,005,666,666100.00%	Immediately after the saleof the Over-allotment SharesNumber ofSharesApproximatepercentage ofthe Company’sissued sharecapital (%)(2)59,869,6795.95%97,821,8919.73%6,879,1500.68%25,642,5442.55%32,022,5443.18%36,168,1923.60%5,666,6660.56%569,214,00056.60%172,382,00017.14%1,005,666,666100.00%	Immediately after the saleof the Over-allotment SharesNumber ofSharesApproximatepercentage ofthe Company’sissued sharecapital (%)(2)59,869,6795.95%97,821,8919.73%6,879,1500.68%25,642,5442.55%32,022,5443.18%36,168,1923.60%5,666,6660.56%569,214,00056.60%172,382,00017.14%1,005,666,666100.00%
			100.00%

(1) The final number of Shares allocated to the Existing Shareholders as part of the Reorganisation was determined in accordance with the Reorganisation Deed and was dependent on the exchange rate on the Price Determination Date. The final exchange rate on the Price Determination Date was US$1:HK$7.7557.

(2) The percentage figures have been subject to rounding adjustments.

The additional net proceeds of approximately HK$849 million, after deducting the underwriting fees and estimated expenses relating to the exercise of the Over-allotment Option, will be received by the Over-allotment Shareholders. The Company will not receive any proceeds from the sale of the Over-allotment Shares by the Over-allotment Shareholders.

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Immediately after the sale of the Over-allotment Shares, the Company will continue to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules that at least 25% of the Company’s total issued share capital must at all times be held by the public.

The Company will make a further announcement after the end of the stabilization period in connection with the Global Offering, pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

By order of the Board of Directors of HKBN Ltd. Bradley Jay Horwitz Chairman

Hong Kong, 26 March 2015

As at the date of this announcement, the Board of Directors of the Company comprises Bradley Jay Horwitz as Chairman and Independent Non-executive Director, William Chu Kwong Yeung and Ni Quiaque Lai as Executive Directors; Roy Kuan as Nonexecutive Director and Stanley Chow and Quinn Yee Kwan Law, SBS, JP as Independent Non-executive Directors.

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