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HKBN Ltd. M&A Activity 2025

Apr 3, 2025

49841_rns_2025-04-03_44501ede-deee-40d6-8af7-d8d1d2dd960b.pdf

M&A Activity

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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.

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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)

MONTHLY UPDATE ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

This announcement is made by the board (the "Board") of directors (the "Directors") of HKBN Ltd. (the "Company") pursuant to Rule 3.7 of The Code on Takeovers and Mergers (the "Takeovers Code").

Reference is made to the announcements of the Company dated 2 December 2024, 2 January 2025, 3 February 2025 and 3 March 2025 relating to the Possible Separate Offer (collectively, the "Announcements"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

UPDATE ON THE POSSIBLE SEPARATE OFFER

The Board wishes to update the shareholders and potential investors of the Company that, as at the date of this announcement, (i) the discussions and negotiations between the Board and I Squared Asia Advisors Pte Ltd. in respect of the Possible Separate Offer are on-going; and (ii) the Board has not formed any view about the Possible Separate Offer nor reached any formal or legally binding agreement for the Possible Separate Offer with I Squared Asia Advisors Pte Ltd. or its portfolio company, HGC Global Communications Limited.

I Squared Asia Advisors Pte Ltd. has informed the Board that: (a) it has completed its due diligence exercise in relation to the Company; (b) it is finalising the terms of a possible pre-conditional offer for the Board to consider, which will include a description of the source of financing for such offer; and (c) any definitive offer to be made will be subject to the internal approvals of the parent company of HGC Global Communications Limited and I Squared Asia Advisors Pte Ltd. (as applicable, pending finalisation of the offeror entity).


MONTHLY UPDATES

In compliance with Rule 3.7 of the Takeovers Code, the Company will make monthly announcement(s) setting out the progress of the Possible Separate Offer until an announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made.

Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Listing Rules and/or the Takeovers Code (as the case may be).

Shareholders and potential investors of the Company should be aware that there is no assurance that I Squared Asia Advisors Pte Ltd. or HGC Global Communications Limited will make the Possible Separate Offer and if it does decide to proceed with it, the Possible Separate Offer may or may not be subject to the satisfaction of a number of conditions. Shareholders and/or potential investors of the Company are advised to exercise caution in dealing in the securities of the Company. Persons who are in doubt as to the action they should take or their position should consult their stockbrokers, bank managers, solicitors or other professional advisers.

By order of the Board
HKBN Ltd.
Cordelia CHUNG
Chairman

Hong Kong, 3 April 2025

As at the date of this announcement, the Board comprises:

Executive Director
Mr. Chu Kwong YEUNG

Non-executive Directors
Mr. Zubin Jamshed IRANI
Ms. Shengping YU

Independent Non-executive Directors
Ms. Cordelia CHUNG (Chairman)
Ms. Ming Ming Anna CHEUNG
Ms. Kit Yi Kitty CHUNG

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement, and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Where the English and the Chinese texts conflict, the English text prevails.

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