Asia Satellite Telecom : PROPOSED PRIVATIZATION OF ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 99 OF THE COMPANIES ACT

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Bowenvale Limited	Asia Satellite Telecommunications
(Incorporated in the British	Holdings Limited
Virgin Islands with limited liability)	(Incorporated in Bermuda with limited liability)
	(Stock Code: 1135)

JOINT ANNOUNCEMENT

PROPOSED PRIVATIZATION OF ASIA SATELLITE

TELECOMMUNICATIONS HOLDINGS LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 99 OF THE COMPANIES ACT

RULE 25 TRANSACTION UNDER THE TAKEOVERS CODE

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

PROPOSED WITHDRAWAL OF LISTING OF ASIA SATELLITE

TELECOMMUNICATIONS HOLDINGS LIMITED

AND

RESUMPTION OF TRADING

Financial Adviser to the Offeror

Independent Financial Adviser to the Independent Board Committee

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INTRODUCTION

On 24 June 2019, the Offeror and the Company entered into the Implementation Agreement, pursuant to which the Offeror requested that the Board put forward to the Scheme Shareholders the Scheme which, if approved and implemented, will result in the Company being privatized by the Offeror and the withdrawal of the listing of the Shares on the Stock Exchange.

If the Scheme becomes effective:

1. all the Scheme Shares held by the Scheme Shareholders will be cancelled in exchange for the payment of the Scheme Consideration;
2. the issued share capital of the Company will, on the Effective Date, be reduced by cancelling the Scheme Shares;
3. the Company will become wholly owned by the Offeror; and
4. the Company will make an application to the Stock Exchange for the withdrawal of the listing of the Shares on the Stock Exchange pursuant to Rule 6.15 of the Listing Rules, with effect immediately following the Effective Date.

The Offeror has appointed BofAML as its financial adviser in connection with the Proposal.

THE PROPOSAL

The Scheme

Under the Proposal, if the Scheme becomes effective, all the Scheme Shares will be cancelled in exchange for the Scheme Consideration Price of HK$10.22 per Scheme Share.

The Share Award Offer

The Offeror will make the Share Award Offer to cancel all of the Non Roll-over Awards (if the Roll-over Arrangements are implemented, including the 2019 Awards to the extent granted and which do not constitute Roll-over Awards), or all of the Unvested Awards (if the Roll-over Arrangements are not implemented), in each case, to the extent they have not otherwise lapsed or been cancelled, in return for the Share Award Offer Price for each Non Roll-over Award or Unvested Award

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(as applicable) cancelled. If the Roll-over Arrangements are implemented, no Share Award Offer Price will be paid in respect of the Roll-over Awards - details of the Roll-over Arrangements are set out in the section headed "The Roll-over Arrangements" below. Conditional upon the Scheme becoming effective, the Offeror shall pay to the Trustee the Share Award Amount, which shall be paid by the Trustee to such grantees of the Non Roll-over Awards or Unvested Awards (as applicable) by reference to the number of Non Roll-over Awards (if the Roll-over Arrangements are implemented) or Unvested Awards (if the Roll-over Arrangements are not implemented), in each case, attributable to such grantees on the Effective Date as soon as practicable after the Trustee receives such amount from the Offeror under the Scheme.

The proposed grant of the 2019 Awards will constitute a frustrating action under Rule 4 of the Takeovers Code. The Company has obtained written consent from the Offeror in relation thereto and has applied for, and the Executive has granted, a waiver from the requirement of a Shareholders' meeting in connection with the proposed grant of the 2019 Awards under Note 1 to Rule 4 of the Takeovers Code.

The ESAS is further described in the section headed "The Share Award Offer" below.

Comparisons of value

The Scheme Consideration Price of HK$10.22 per Scheme Share represents:

• a premium of approximately 23.43% over the closing price of HK$8.28 per Share on the Last Trading Day;
• a premium of approximately 31.46% over the average closing price of approximately HK$7.77 per Share based on the daily closing prices as quoted on the Stock Exchange for the 5 trading days up to and including the Last Trading Day;
• a premium of approximately 33.42% over the average closing price of approximately HK$7.66 per Share based on the daily closing prices as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day;
• a premium of approximately 44.44% over the average closing price of approximately HK$7.08 per Share based on the daily closing prices as quoted on the Stock Exchange for the 30 trading days up to and including the Last Trading Day;

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• a premium of approximately 50.44% over the average closing price of approximately HK$6.79 per Share based on the daily closing prices as quoted on the Stock Exchange for the 60 trading days up to and including the Last Trading Day;
• a premium of approximately 56.52% over the average closing price of approximately HK$6.53 per Share based on the daily closing prices as quoted on the Stock Exchange for the 90 trading days up to and including the Last Trading Day;
• a premium of approximately 70.96% over the average closing price of approximately HK$5.98 per Share based on the daily closing prices as quoted on the Stock Exchange for the 180 trading days up to and including the Last Trading Day; and
• a premium of approximately 10.01% over the audited consolidated net asset value per Share of approximately HK$9.29 per Share as at 31 December 2018.

The Offeror will not increase the Scheme Consideration Price or the Share Award Offer Price. Shareholders and potential investors should be aware that, following the making of this statement, the Offeror will not be allowed to increase the Scheme Consideration Price or the Share Award Offer Price. The Offeror does not reserve the right to increase the Scheme Consideration Price or the Share Award Offer Price.

Conditions of the Proposal and the Scheme

The Scheme is conditional upon the satisfaction or valid waiver (as applicable) of the conditions described in the section headed "Conditions of the Proposal and the Scheme" below.

All Conditions will have to be satisfied or validly waived (as applicable) on or before the Long Stop Date (or such later date as the Offeror and the Company may agree or, to the extent applicable, as the Executive may consent and the Court may direct), failing which the Proposal and the Scheme will lapse. When all the Conditions are satisfied or validly waived (as applicable), the Scheme will become effective and binding on the Company and all Scheme Shareholders.

THE ROLL-OVER ARRANGEMENTS

It is the intention of the Offeror that upon the Scheme becoming effective, the Company will adopt the MIP for the purpose of incentivizing the Participating Management Shareholders. The Participating Management Shareholders, both of whom are Scheme Shareholders, hold in aggregate 858,135 Shares and 785,994

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Net Unvested Awards (assuming the full vesting or cash cancellation (as applicable) of the 2019 Vesting Awards), in each case, as at the Latest Practicable Date.

Pursuant to the Roll-over Arrangements:

1. each Participating Management Shareholder shall waive his/her right to the accelerated vesting of his/her respective Roll-over Awards; and
2. upon the terms of the MIP to be adopted by the Company following the Effective Date, each Participating Management Shareholder will be issued Roll-over RSUs and Incentive RSUs for every Roll-over Award.

Approval of the Roll-over Arrangements

As the Roll-over Arrangements are available only to the Participating Management Shareholders and are not offered to all Scheme Shareholders, the Roll-over Arrangements constitute a special deal under Rule 25 of the Takeovers Code. The Offeror has applied for the Executive's consent to the Roll-over Arrangements as a special deal under Rule 25 of the Takeovers Code, subject to and conditional on:

1. the Independent Financial Adviser stating in its opinion that the proposed terms of the Roll-over Arrangements are fair and reasonable; and
2. the passing of an ordinary resolution by the Disinterested Scheme Shareholders at the SGM to approve the Roll-over Arrangements.

Further details of the Roll-Over Arrangements are described in the section headed "The Roll-Over Arrangements" below.

FINANCIAL RESOURCES

On the basis of the Scheme Consideration Price of HK$10.22 per Scheme Share and 100,020,805 Scheme Shares in issue as at the Latest Practicable Date, the Scheme Shares are in aggregate valued at approximately HK$1,022 million. On the basis of the Share Award Offer Price of HK$10.22 per Unvested Award or 2019 Award, 2,001,410 Unvested Awards and the Estimated Number of 2019 Awards (assuming the Roll-over Arrangements are not implemented and the 2019 Awards are granted in July 2019) as at the Last Trading Day, the Share Award Amount is approximately HK$30 million. Based on the Scheme Shares in issue, the number of Unvested Awards and the Estimated Number of 2019 Awards (assuming the Roll-over Arrangements are not implemented and the 2019 Awards are granted in July 2019), in each case, as at the Last Trading Day, the total amount of cash required to effect the Proposal is approximately HK$1,053 million.

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