City Lead Developments Limited made an offer to acquire remaining 11.8% stake in Clear Media Limited (SEHK:100) from Aimia Inc. (TSX:AIM) and others for approximately HKD 460 million on July 5, 2021. Under the offer terms, City Lead Developments Limited will acquire shares of Clear Media Limited in exchange for either the cash alternative of HKD 7.12 in cash for every offer share or the share alternative of one Holdco share for every offer share. On July 3, 2021, Aimia, who holds approximately 10.85% stake in Clear Media, gave an undertaking in favor of the offeror by election of either the share or cash alternative. On July 7, 2021, Aimia announce that it intends to tender its entire stake in Clear Media Limited consisting of 58.774 million shares of Clear Media Limited as acceptance for the Share Alternative in the new Holdco entity pursuant to the Offer. City Lead Developments Limited intends to finance the cash alternative by way of the offer external financing, and it has secured loan facility of up to HKD 465.2 million.

Until Clear Media remains listed on the Stock Exchange, the parties to the shareholders' agreement shall procure that Clear Media shall have a Board of Directors consisting of eight Directors, of which Forward Elite shall have the right to nominate two Directors, Antfin shall have the right to nominate one Director, JCDI shall have the right to nominate one Director, CWG Fund shall have the right to nominate one Director and three Directors shall be independent non-executive Directors nominated and appointed in accordance with the listing rules.

The independent committee of the Board comprising Peter Cosgrove, Robert Gazzi, Wang Shou Zhi, Christopher Thomas and Li Ping established for the purpose of making a recommendation to the disinterested shareholders in relation to the offer. As soon as practicable following the date on which Clear Media becomes delisted, the parties to the shareholders' agreement shall cause the Board of Directors of each company in the Group to be constituted in the same manner as the board composition for City Lead Developments Limited. As of August 10, 2021, City Lead Developments Limited had received valid acceptances in respect of 58.77 million offer shares under the offer, representing approximately 91.91% of the disinterested shares and approximately 10.85% of the issued Shares of Clear Media Limited. The offer has become unconditional in all respects on August 10, 2021

The offer is conditional upon receiving valid acceptances of the offer in respect of such number of shares which would result in City Lead Developments Limited holding at least 95% of total issued share capital of Clear Media. If City Lead Developments Limited acquires further shares such that it holds no less than 95% stake in Clear Media, City Lead Developments Limited will be entitled to compulsory acquisition and the application will be made for the withdrawal of the listing of the shares from stock exchange. The offer will commence on August 3, 2021 and will be valid till August 24, 2021.

CLSA Capital Markets, CLSA Capital Markets and CICC acted as the financial advisers for City Lead Developments Limited. M. N. Sabine and Jenny Leung of Somerley Capital Limited acted as financial advisor for Independent committee of Clear Media Limited. Tricor Tengis Limited acted as registrar for Clear Media. Chris McGaffin, Charlton Tse, Lisa Chung and Natalie Yeung of Slaughter and May acted as legal advisors to JCDecaux SA and JCDecaux Innovate Limited (JCDI) on their participation in the transaction. LI Chen of Shearman & Sterling acted as legal advisor to Han Zi Jing.