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.

(Incorporated in Bermuda with limited liability)

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1038)

(Stock Code: 6)

BUSINESS UPDATE

DISPOSAL OF IBERWIND

The CKI Board and the PAH Board jointly announce that, on 17 August 2020, the Seller and the Purchaser entered into the Quota Sale and Purchase Agreement pursuant to which the Seller agreed to sell and transfer the Quota and assign the Shareholder's Contributions, and the Purchaser agreed to purchase the Quota and accept the assignment of the Shareholder's Contributions. Pursuant to the Quota Sale and Purchase Agreement, CKI and PAH delivered to the Purchaser the Seller Support Letters on the same date.

Each of CKI and PAH holds an indirect 50% interest in JVCo which, through the Seller and the Target (each being a wholly-owned subsidiary of JVCo), holds Iberwind, an operator of 31 wind farms in Portugal with over 320 wind turbines and an installed capacity of 726 MW.

Under the Quota Sale and Purchase Agreement:

  1. The purchase price payable by the Purchaser for the sale and purchase of the Quota and the assignment of the Shareholder's Contributions was determined after arm's length negotiations between the Seller and the Purchaser with reference to the Target Group's audited accounts as at 31 December 2019. Interest shall accrue on the purchase price from 1 January 2020 to the date of closing.
  2. Closing of the Transaction will be conditional upon satisfaction of the following conditions:
    (i) the Portuguese Competition Authority approving the Transaction; and (ii) waivers from certain financing banks of the Target Group having been obtained. Save as otherwise agreed by the parties, closing shall take place on the tenth Business Day, following the date of satisfaction of the last of the conditions precedent.

Under the Seller Support Letters, each of CKI and PAH, severally and not jointly and severally, confirms to undertake to keep the Seller in a position to meet its financial obligations under the Quota Sale and Purchase Agreement, in each case up to a maximum amount of 50% of all resources that may come to be required from the Seller but under no circumstances in excess of 50% of the Consideration and subject to the conditions referred in the Quota Sale and Purchase Agreement and in such letter.

Each of the CKI Board and the PAH Board considers the Transaction to be a unique opportunity, taking into account Iberwind's transition from a feed-in tariff regime to a merchant pool price business model and the relative risk appetite of CKI, PAH and the Purchaser for such transition. The proceeds from the Transaction will further strengthen CKI's and PAH's respective financial capabilities for new investment opportunities.

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Subject to its completion, taking into account CKI's 35.96% shareholding interest in PAH, CKI's effective gain expected from the Transaction is approximately HK$1.1 billion and the expected gain of PAH in the Transaction is approximately HK$0.8 billion.

It should be noted that as the Transaction remains subject to the satisfaction of conditions as set out in this announcement, there can be no certainty that the Transaction will or will not be completed, or may be further negotiated or completed on terms or in forms different from those described above. If the above conditions are not satisfied by the Long Stop Date, the Seller or the Purchaser may terminate the Quota Sale and Purchase Agreement.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"Business Day"

a day which is not a Saturday, a Sunday or a public holiday in

Lisbon, Portugal, the United Kingdom and Hong Kong

"CKI"

CK Infrastructure Holdings Limited, a company incorporated in

Bermuda with limited liability, the shares of which are listed on

the Main Board of the Stock Exchange (Stock Code: 1038)

"CKI Board"

the board of CKI Directors

"CKI Directors"

the director(s) of CKI

"CKI Support Letter"

a support letter dated 17 August 2020 provided by CKI for the

benefit of the Purchaser under which CKI undertakes to keep the

Seller in a position to meet its financial obligations under the

Quota Sale and Purchase Agreement up to a maximum amount

of 50% of the Consideration

"Consideration"

the aggregate consideration payable by the Purchaser to the

Seller under the Quota Sale and Purchase Agreement, subject to

such adjustments as set forth in the Quota Sale and Purchase

Agreement

"Iberwind"

Iberwind - Desenvolvimento e Projectos, S.A., a company

incorporated under the laws of Portugal, and "Iberwind Group"

means Iberwind and its subsidiaries

"JVCo"

UK Renewable HoldCo 1 Limited, a company incorporated

under the laws of England and Wales with limited liability

"Long Stop Date"

the date falling three (3) months after the date of the Quota Sale

and Purchase Agreement or such later date as may be extended

by the Seller and the Purchaser pursuant to the Quota Sale and

Purchase Agreement

"PAH"

Power Assets Holdings Limited, a company incorporated in

Hong Kong with limited liability, the shares of which are listed

on the Main Board of the Stock Exchange (Stock Code: 6)

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"PAH Board"

the board of PAH Directors

"PAH Directors"

the director(s) of PAH

"PAH Support Letter"

a support letter dated 17 August 2020 provided by PAH for the

benefit of the Purchaser under which PAH undertakes to keep the

Seller in a position to meet its financial obligations under the

Quota Sale and Purchase Agreement up to a maximum amount

of 50% of the Consideration

"Purchaser"

Ventient Energy S.à r.l.

"Quota"

the one quota representing the entire issued share capital of the

Target

"Quota Sale and Purchase

the quota sale and purchase agreement dated 17 August 2020

Agreement"

entered into between the Seller and the Purchaser for the

Transaction

"Seller"

UK Renewable HoldCo 3 Limited, a company incorporated

under the laws of England and Wales with limited liability

"Seller Support Letters"

the CKI Support Letter and the PAH Support Letter

"Shareholder's

a shareholder loan and the supplementary capital contributions

Contributions"

provided by the Seller to the Target

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Target"

Portugal Renewable Energy - PTRW, Unipessoal Lda., a

company incorporated under the laws of Portugal, and "Target

Group" means the Target and its subsidiaries

"Transaction"

the sale and purchase of the Quota and the assignment of the

Shareholder's Contributions, on the terms and subject to the

conditions set out in the Quota Sale and Purchase Agreement

By Order of the CKI Board

By Order of the PAH Board

CK Infrastructure Holdings Limited

Power Assets Holdings Limited

Eirene Yeung

Alex Ng

Company Secretary

Company Secretary

17 August 2020

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As at the date of this announcement, the Executive Directors of CKI are Mr. LI Tzar Kuoi, Victor (Chairman), Mr. KAM Hing Lam (Group Managing Director), Mr. IP Tak Chuen, Edmond (Deputy Chairman), Mr. FOK Kin Ning, Canning (Deputy Chairman), Mr. Frank John SIXT, Mr. Andrew John HUNTER (Deputy Managing Director), Mr. CHAN Loi Shun (Chief Financial Officer) and Ms. CHEN Tsien Hua; the Non-executive Directors are Mr. CHEONG Ying Chew, Henry (Independent Non-executive Director), Mrs. KWOK Eva Lee (Independent Non-executive Director), Mrs. SNG Sow-mei alias POON Sow Mei (Independent Non-executive Director), Mr. Colin Stevens RUSSEL (Independent Non- executive Director), Mr. LAN Hong Tsung, David (Independent Non-executive Director), Mr. Barrie COOK (Independent Non-executive Director), Mr. Paul Joseph TIGHE (Independent Non-executive Director), Mrs. LEE Pui Ling, Angelina and Mr. George Colin MAGNUS; and the Alternate Directors are Mrs. CHOW WOO Mo Fong, Susan (Alternate Director to Mr. FOK Kin Ning, Canning), Mr. MAN Ka Keung, Simon (Alternate Director to Mr. IP Tak Chuen, Edmond) and Ms. Eirene YEUNG (Alternate Director to Mr. KAM Hing Lam).

As at the date of this announcement, the PAH Directors are Mr. FOK Kin Ning, Canning (Chairman), Mr. TSAI Chao Chung, Charles (Chief Executive Officer), Mr. CHAN Loi Shun, Mr. Andrew John HUNTER, Mr. Neil Douglas MCGEE and Mr. WAN Chi Tin as Executive Directors; Mr. LI Tzar Kuoi, Victor as Non-executive Director; and Mr. IP Yuk-keung, Albert, Mr. LUI Wai Yu, Albert, Mr. Ralph Raymond SHEA and Mr. WU Ting Yuk, Anthony as Independent Non-executive Directors.

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Power Assets Holdings Limited published this content on 17 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 August 2020 14:02:19 UTC