Chow Tai Fook Enterprises Limited made an offer to acquire additional 96.955655% stake in NWS Holdings Limited (SEHK:659) from New World Development Company Limited (SEHK:17) and others for HKD 34.6 billion on June 26, 2023. The offer price per share is HKD 9.15 for 3,910,533,849 shares and offer price per NWS option is HKD 1.32 for 84,323,650 options having exercisable price of HKD 7.83. NWS board has established a special committee comprising To Hin Tsun, Gerald, Dominic Lai, Shek Lai Him, Abraham, Lee Yiu Kwong, Alan, Oei Wai Chi Grace Fung, Wong Kwai Huen, Albert, Professor Chan Ka Keung, Ceajer and Ng Yuen Ting, Yolanda, to make a recommendation to the Disinterested NWS Shareholders and the Disinterested NWS Option holders as to whether the NWS Offers are, or are not, fair and reasonable and as to acceptance. Transaction is conditional upon acceptance of all 60.87559% stake owned by New Development Company, Shareholders approval of New Development Company for the disposal, and other conditions. If a threshold of 90% will be achieved, the offeror will go for compulsory acquisition. As on September 29, 2023, approval from Bermuda Monetary Authority Approval was obtained. As on October 5, 2023, Insurance Authority Approval was obtained and all the required consents or waivers in respect of the Relevant Loan Terms have been obtained as at October 6, 2023. The NWS Offers will close for acceptance on 13 November 2023 (the first NWS Share Offer Closing Date), unless otherwise revised or extended. As of October 16, 2023, NWS Options granted under the NWS Share Option Scheme had been exercised pursuant to the rules of the NWS Share Option Scheme. Completion of the NWS Share Offer is subject to the Conditions being satisfied or, where applicable, waived. Additionally, completion of the NWS Option Offer is subject to and conditional upon the NWS Share Offer becoming or being declared unconditional in all respects. As on November 2, 2023, As disclosed in the NWD Poll Results Announcement, the resolution for approving the NWD Disposal was duly passed by the Independent NWD Shareholders at the NWD EGM. The NWD Group intends to tender its acceptance of the NWS Share Offer in respect of all its 2,380,495,938 NWS Shares (representing approximately 60.86% of the issued share capital of NWS as at the date of this joint announcement) on November 9, 2023. Accordingly, Condition (a) to the NWS Share Offer has been satisfied.

The Hongkong and Shanghai Banking Corporation Limited, BOCI Asia Limited, and ING Bank N.V., Hong Kong Branch acted as financial advisors to Chow Tai Fook Enterprises Limited. Deutsche Bank Trust Company Americas acted as a depository bank to NWS. Goldman Sachs (Asia) LLC and Morgan Stanley acted as financial advisor to New World Development Company Limited. UBS AG, Hong Kong Branch and Quam Capital Limited acted as financial advisors and fairness opinion provider to NWS. Iris Yeung and Gilbert Li of Allen & Overy acted as legal advisor for New World Development Company Limited. Wang, Anthony and Pallaras, Michael of Clifford Chance advised lenders on the financing.

Chow Tai Fook Enterprises Limited completed the acquisition of additional 74.789579% stake in NWS Holdings Limited (SEHK:659) from New World Development Company Limited (SEHK:17) and others for HKD 26.8 billion on November 23, 2023. Virginia Lee with foreign lawyer Eunice Leung of Clifford Chance advises NWS. Maggie Lo advised on financing matters and Angela Chan advised on debt capital markets matters. Clara Choi, Vincent Chan and John Moore of Slaughter and May acted as legal advisor to Goldman Sachs (Asia) LLC in the transaction.