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Pacific Century Premium Developments Limited — Capital/Financing Update 2026
May 11, 2026
49213_rns_2026-05-11_be896ed8-d129-4ddc-9ff3-95733c29a093.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 not for distribution, directly or indirectly, in or into the United States. This announcement and the information contained in this announcement do not constitute or form part of an offer to sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the United States Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an applicable exemption from such registration requirement. The securities referred to in this announcement have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. No money, securities or other consideration is being solicited by this announcement or the information contained in this announcement and, if sent in response to this announcement or the information contained in this announcement, will not be accepted.

Pacific Century
Premium Developments
盈科大衍地產發展
PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED
盈科大衍地產發展有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 00432)
ANNOUNCEMENT OF THE PROPOSED ISSUE OF U.S.$500,000,000 7.5 PER CENT. GUARANTEED NOTES DUE 2029 (THE “NOTES”)
PROPOSED ISSUE OF THE NOTES
This announcement is made by Pacific Century Premium Developments Limited (the "Company") pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions set out under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
On 11 May 2026, PCPD Capital Limited as the issuer (the "Issuer"), the Company as the guarantor and The Hongkong and Shanghai Banking Corporation Limited as manager (the "Manager") entered into a subscription agreement (the "Subscription Agreement") in connection with the proposed issue of the Notes.
Subject to the terms and conditions set out in the Subscription Agreement, including the satisfaction of the conditions precedent set out therein, the Issuer has agreed to issue U.S.$500,000,000 in aggregate principal amount of the Notes on 15 May 2026 (the "Issue Date") at 100 per cent. of their principal amount.
Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed on 15 May 2029 at 100 per cent. of their principal amount.
The gross proceeds from the issue of the Notes are U.S.$500 million. After deduction of estimated fees and commissions payable in connection with the issue of the Notes, the Company intends to use the net proceeds from the issue of the Notes for repayment of indebtedness and general corporate purposes.
It is intended that the Notes will be listed on the Singapore Exchange Securities Trading Limited (the "SGX-ST") and the Issuer and the Company will use their reasonable endeavours to procure that the Notes are listed and admitted to trading on the SGX-ST, and to maintain such listing until none of the Notes is outstanding.
Completion of the Subscription Agreement is subject to the satisfaction and/or waiver of the conditions precedent contained in the Subscription Agreement. The Subscription Agreement may also be terminated in certain circumstances. Shareholders and investors are advised to exercise caution when dealing in the securities of the Company.
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Principal Terms of the Notes
Issuer
PCPD Capital Limited, the Company’s indirect wholly-owned subsidiary.
Guarantor
Pacific Century Premium Developments Limited.
Principal Amount
U.S.$500,000,000.
Maturity Date
15 May 2029.
Issue Price
100 per cent. of the principal amount of the Notes.
Interest
7.5 per cent. per annum.
Status
The Notes constitute direct, general, unconditional and (subject to the negative pledge provision in the terms and conditions of the Notes) unsecured obligations of the Issuer which will at all times rank pari passu among themselves and at least rank pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. The guarantee of the Notes constitutes direct, general, unconditional and (subject to the negative pledge provision in the terms and conditions of the Notes) unsecured obligations of the Company which will at all times rank at least pari passu with all other present and future unsecured and unsubordinated obligations of the Company, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.
Letter of Support
PCCW Limited has issued a non-legally binding letter of support in connection with the issuance of the Notes.
Redemption for Change of Control
At any time following the occurrence of a Change of Control (as defined below), holders of the Notes shall have the right, at such holder’s option, to require the Issuer to redeem all but not some only of that holder’s Notes on the change of control put date at 101 per cent. of their principal amount, together with accrued interest to, but excluding the change of control put date.
Change of Control
Occurs when either:
(i) PCCW Limited, Mr. Li Tzar Kai, Richard and/or any Affiliate:
(A) collectively cease to hold, directly or indirectly, at least 40 per cent. of the voting rights of the issued share capital of the Company; and
(B) collectively cease to be the largest single shareholder of the Company; or
(ii) the Company consolidates with or merges into or sells or transfers all or substantially all of its assets to any other person other than PCCW Limited, Mr. Li Tzar Kai, Richard or any Affiliate, unless the consolidation, merger, sale or transfer will result in PCCW Limited, Mr. Li Tzar Kai, Richard and/or any Affiliate:
(A) collectively holding, directly or indirectly, at least 40 per cent. of the voting rights of the issued share capital of the Company (in the case of a consolidation or merger) or the successor entity (in the case of a sale or transfer); or
(B) collectively being the largest single shareholder of the Company (in the case of a consolidation or merger) or the successor entity (in the case of a sale or transfer).
"Affiliate" means:
(i) Mr. Li Tzar Kai, Richard and all entities and persons that are subject to the control of Mr. Li Tzar Kai, Richard; and
(ii) any publicly traded company (or any of its subsidiaries) where Mr. Li Tzar Kai, Richard is either:
(A) the chairman or a director of such publicly traded company; or
(B) directly or indirectly (whether through beneficial ownership, trusts with which he is connected to or otherwise) the largest effective voting interest holder in such publicly traded company.
The board of directors of the Company considers the terms of the Subscription Agreement to be fair and reasonable and in the interests of the Company and its subsidiaries and its shareholders as a whole and that the Subscription Agreement is entered into upon normal commercial terms following arm's length negotiations between the Company and the Manager.
By Order of the Board
Pacific Century Premium Developments Limited
Cheung Kwok Kuen Alan
General Counsel and Company Secretary
Hong Kong, 11 May 2026
As at the date of this announcement, the directors of the Company are as follows:
Executive Directors:
Li Tzar Kai, Richard; and Benjamin Lam Yu Yee (Deputy Chairman and Group Managing Director)
Non-Executive Director:
Dr Allan Zeman, GBM, GBS, JP
Independent Non-Executive Directors:
Prof Wong Yue Chim, Richard, SBS, JP (Independent Non-Executive Chairman); Chiang Yun; and Dr Vince Feng
- For identification only