EQS-Adhoc: CTF Services Limited: ADJUSTMENT TO CONVERSION PRICE OF HK$850,000,000 2.80 PER CENT. CONVERTIBLE BONDS DUE 2027

EQS-Ad-hoc: CTF Services Limited / Key word(s): Bond
CTF Services Limited: ADJUSTMENT TO CONVERSION PRICE OF HK$850,000,000
2.80 PER CENT. CONVERTIBLE BONDS DUE 2027

27-Feb-2026 / 14:30 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by [1]EQS News – a service of
[2]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$850,000,000 2.80 PER CENT. CONVERTIBLE BONDS DUE 2027

Reference is made to (i) the announcements of CTF Services Limited (the
“Company”) dated 10 July 2025, 21 July 2025, 24 November 2025 and 23
December 2025 in relation to, inter alia, the Bonds (together, the “CB
Announcements”); and (ii) the announcement of the Company dated 26
February 2026 in relation to the unaudited consolidated interim results of
the Group for the six months ended 31 December 2025 (the “2026 Interim
Results Announcement”). Capitalised terms used in this announcement shall
have the same meanings as those defined in the CB Announcements or the
terms and conditions of the Bonds, unless otherwise stated.

As disclosed in the CB Announcements, since the issue of the Scrip Shares
on 23 December 2025 pursuant to the Scrip Dividend Scheme in relation to
the Final Dividend for the year ended 30 June 2025 has only resulted in an
adjustment to the Conversion Price then in effect by less than one per
cent. (“Minor Adjustment”), no adjustment was made to the Conversion Price
of the Bonds pursuant to the terms and conditions of the Bonds with
respect to the Minor Adjustment. As disclosed in the CB Announcements, the
Minor Adjustment, which was calculated in the following manner, shall be
carried forward and taken into account in any subsequent adjustment to the
Conversion Price:

The Conversion Price shall be adjusted by multiplying the Conversion Price
in force immediately before the issue of the Scrip Shares by the following
fraction:

 

A + B
A + C

where:
A is the aggregate number of Shares in issue immediately before such issue
of Scrip Dividend;
 
B is the aggregate number of Shares which the Relevant Cash Dividend would
purchase at such Current Market Price; and

C is the aggregate number of Shares issued pursuant to such Scrip
Dividend.

Furthermore, 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, distributions to the Shareholders. In such a
scenario, the Conversion Price shall be adjusted by multiplying the
Conversion Price in force immediately prior to such distribution by the
following fraction:

X – Y
X

where:

X is the Current Market Price of one Share on the date on which the
distribution is publicly announced; and

Y 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 2026 Interim Results Announcement, the Board has
resolved to declare an interim ordinary dividend of HK$0.28 per Share (the
“2026 Interim Dividend”) for the six months ended 31 December 2025. The
2026 Interim Dividend will be paid to the Shareholders whose names appear
on the register of members of the Company on 20 March 2026 (the “Record
Date”).

Accordingly and assuming that no other event that triggers an adjustment
to the Conversion Price will occur on or before 21 March 2026, the
Conversion Price will be adjusted from HK$6.69 per Share to HK$6.48 per
Share (the “Adjustment”) as a result of (i) the Minor Adjustment and (ii)
the declaration of the 2026 Interim Dividend to be paid to the
Shareholders. The Adjustment will become effective on 21 March 2026, being
the date immediately after the Record Date.

As at the date of this announcement, HK$212,000,000 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$6.48 per Share (which reflects the
Adjustment) will be 32,716,049 Shares, representing:

 a. an increase of 1,026,961 new Shares (the “Additional Conversion
Shares”) from the original 31,689,088 new Shares based on the
Conversion Price of HK$6.69 per Share and the remaining outstanding
principal amount of the Bonds of HK$212,000,000;
 b. approximately 0.72% of the existing number of issued Shares of the
Company of 4,531,476,728 Shares as at the date of this announcement;
and
 c. approximately 0.72% 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 granted to the Directors by the Shareholders on 22
November 2024 to issue and allot up to 799,508,017 Shares. As at the date
of this announcement, the Company had allotted 89,712,976 new Shares upon
conversion of the Bonds pursuant to the General Mandate and it is expected
that the limit of 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 COMPANY.

By order of the Board

CTF Services Limited

Dr. Cheng Kar Shun, Henry

Chairman

 

Hong Kong, 27 February 2026

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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27-Feb-2026 CET/CEST News transmitted by [3]EQS Group

View original content: [4]EQS News

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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: XS3123496989
Listed: Vienna Stock Exchange (Vienna MTF)
EQS News ID: 2283090

 
End of Announcement EQS News Service

2283090  27-Feb-2026 CET/CEST

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References

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3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=f5d50dc7e8798b6eb177f7955e598e60&application_id=2283090&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
4. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=c041a3ff3c0f7d4f56e357655b0a5cf1&application_id=2283090&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news