Wheelock and : Discloseable Transaction

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.

WHEELOCK AND COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

Stock Code: 20

Discloseable Transaction

The Board announces that the Company, through its subsidiaries, acquired on the open stock market in Hong Kong an aggregate of 135,841,000 WREIC Shares during the period from 21 March 2019 to 16 March 2020 (both days inclusive) at an aggregate consideration in cash of approximately HK$6,162 million.

On the basis that one or more of the applicable percentage ratios in respect of the Transaction is/are greater than the 5% threshold while all such ratios are below the 25% threshold for the purposes of Rule 14.07 of the Listing Rules, the Transaction constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

THE TRANSACTION
Dates	:	During the period from 21 March 2019 to 16 March 2020 (both
		days inclusive).
Parties	:	(1) Certain subsidiaries of the Company as the purchasers.
		(2) Sellers in the open stock market in Hong Kong. To the best of
		the knowledge, information and belief of the Directors having
		made all reasonable enquiry (where practicable), the sellers and
		their ultimate beneficial owners are third parties independent of
		the Company and connected persons of the Company.
Interests acquired	:	An aggregate of 135,841,000 WREIC Shares representing
		approximately 4.47% of all the issued shares of WREIC as at the
		date of this announcement.

Wheelock and Company Limited - Announcement (17 March 2020)

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Consideration

The consideration of the Transaction ranged from HK$31.65 to HK$61.30 per WREIC Share (exclusive of brokerage, transaction levy and trading fee), and the total consideration (exclusive of brokerage, transaction levy and trading fee) was approximately HK$6,162 million in cash and was satisfied on the respective settlement dates from internal resources.

The consideration per WREIC Share (exclusive of brokerage, transaction levy and trading fee) represented the market prices quoted on the Stock Exchange at the relevant time at which the acquisitions under the Transaction were executed.

Information on WREIC

WREIC is a Hang Seng Index constituent stock on the Stock Exchange. The principal business activities of WREIC group are development, ownership and operation of properties and hotels in Hong Kong and Singapore for investment purposes.

The net asset value of WREIC as at 31 December 2019 was approximately HK$216,164 million. Based on the consolidated financial statements of WREIC for the two financial years ended 31 December 2018 and 2019, the consolidated net profit before taxation and extraordinary items of WREIC for those two financial years were approximately HK$20,253 million and HK$5,952 million respectively, and the consolidated net profits after taxation and extraordinary items and before minority interests of WREIC for those two financial years were approximately HK$18,259 million and HK$3,991 million respectively.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Board is of the view that stock market conditions in the past year presented an opportunity for acquisition of WREIC Shares to increase the Company's ownership interests in WREIC, and the Board is confident on the long term potential growth of the property investment in Hong Kong.

The Directors believe the terms of the Transaction, which were all conducted on the open stock market in Hong Kong, are fair and reasonable and in the interests of the Company and its shareholders as a whole.

REGULATORY ASPECTS

On the basis that one or more of the applicable percentage ratios in respect of the Transaction is/are greater than the 5% threshold while all such ratios are below the 25% threshold for the purposes of Rule 14.07 of the Listing Rules, the Transaction constituted a discloseable transaction for the Company under the Listing Rules and is therefore subject to the requirements of reporting and announcement pursuant to Chapter 14 of the Listing Rules.

GENERAL

The principal business activities of Wheelock Group are ownership of properties for development and letting, investment holding and container terminals.

As at the close of business on 16 March 2020, Wheelock Group in aggregate held 67.30% shareholding interest in WREIC, and 71.31% shareholding interest in The Wharf (Holdings) Limited, which is another major listed subsidiary of the Company.

Wheelock and Company Limited - Announcement (17 March 2020)

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As at the date of this announcement, the Board comprises Mr. Douglas C. K. Woo, Mr. Stephen T. H. Ng, Mr. Stewart C. K. Leung, Mr. Paul Y. C. Tsui, Mr. Ricky K. Y. Wong, Mr. Horace W. C. Lee and Mrs. Mignonne Cheng, together with seven Independent Non- executive Directors, namely, Mr. Tak Hay Chau, Mr. Winston K. W. Leong, Mr. Alan H. Smith, Mr. Richard Y. S. Tang, Mr. Kenneth W. S. Ting, Ms. Nancy S. L. Tse and Dr. Glenn S. Yee.

DEFINITIONS

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

"Board"	the board of Directors
"Company"	Wheelock and Company Limited (stock code: 20), a
	company incorporated in Hong Kong with limited liability,
	the shares of which are listed on the Stock Exchange
"connected person"	shall have the same meaning ascribed to it under the Listing
	Rules
"Directors"	the directors of the Company
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock
	Exchange
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Transaction"	the purchases by subsidiaries of the Company of an
	aggregate of 135,841,000 WREIC Shares conducted on the
	open stock market in Hong Kong during the period from 21
	March 2019 to 16 March 2020 (both days inclusive) at an
	aggregate consideration of approximately HK$6,162 million
	(exclusive of brokerage, transaction levy and trading fee)
"WREIC"	Wharf Real Estate Investment Company Limited (stock
	code: 1997), a company incorporated in Cayman Islands
	with limited liability, the shares of which are listed on the
	Stock Exchange, and being a 67.30%-owned subsidiary of
	the Company.
"WREIC Share(s)"	ordinary share(s) of WREIC in issue
"Wheelock Group"	the Company and its subsidiaries
	By Order of the Board
	Wilson W. S. Chan
Hong Kong, 17 March 2020	Company Secretary

Wheelock and Company Limited - Announcement (17 March 2020)

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