EQS-Adhoc: CTF Services Limited: ADJUSTMENTS OF THE EXERCISE PRICE AND THE NUMBER OF THE OUTSTANDING SHARE OPTIONS AND ADJUSTMENTS TO CONVERSION PRICE OF HK$850,000,000 2.80 PER CENT. CONVERTIBLE BONDS DUE 2027

EQS-Ad-hoc: CTF Services Limited / Key word(s): Bond
CTF Services Limited: ADJUSTMENTS OF THE EXERCISE PRICE AND THE NUMBER OF
THE OUTSTANDING SHARE OPTIONS AND ADJUSTMENTS TO CONVERSION PRICE OF
HK$850,000,000 2.80 PER CENT. CONVERTIBLE BONDS DUE 2027

24-Nov-2025 / 17:45 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by [1]EQS News – a service of
[2]EQS Group.
The issuer is solely responsible for the content of this announcement.

══════════════════════════════════════════════════════════════════════════

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.

This announcement is for information purposes only and does not constitute
an offer to sell or the solicitation of an offer to buy any
securities and neither this announcement nor anything herein forms
the basis for any contract or commitment whatsoever. Neither this
announcement nor any copy hereof may be taken into or distributed in
the United States.

The information contained in this announcement is not for
distribution, directly or indirectly, in or into the United States.
This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United
States. The New Shares and the Bonds mentioned herein have not
been, and will not be, registered under the Securities Act, and may not
be offered or sold in the United States except pursuant to
registration or an exemption from the registration requirements of
the Securities Act. No public offering of the New Shares or the
Bonds will be made in the United States.
 

CTF Services Limited

(incorporated in Bermuda with limited liability)

(stock code: 00659)

 

ANNOUNCEMENT

 
(1) ADJUSTMENTS OF THE EXERCISE PRICE AND THE NUMBER OF THE
OUTSTANDING SHARE OPTIONS

AND
(2) ADJUSTMENTS TO CONVERSION PRICE OF HK$850,000,000 2.80 PER
CENT. CONVERTIBLE BONDS DUE 2027

 

References are made to (i) the announcements of CTF Services Limited (the
“Company”) dated 10 July 2025 and 21 July 2025 (together, the “CB
Announcements”) in relation to the issue of the HK$850,000,000 2.80 per
cent. Convertible Bonds due 2027 (“Bonds”); (ii) the announcements of the
Company dated 23 November 2021, 19 April 2024 and 29 September 2025
(together, the “Share Option Announcements”), in relation to the 2021
share option scheme, its amendments and adjustments to the exercise price
and number of outstanding share options; and (iii) the circular dated 24
October 2025 (the “2025 AGM Circular”) and the poll results announcement
dated 18 November 2025 (the “Poll Results Announcement”) issued by the
Company in relation to, amongst others, further amendments to the 2021
share option scheme, the final dividend for the financial year ended 30
June 2025 and scrip dividend scheme, and the bonus issue of ordinary
shares in the Company (“Shares”).

Unless otherwise defined, capitalised terms herein shall have the same
meanings as those defined in the CB Announcements, the Share Option
Announcements, the 2025 AGM Circular and the Poll Results Announcement.

As mentioned in the 2025 AGM Circular and Poll Results Announcement, the
Shareholders approved:

 a. the payment of a final dividend of HK$0.35 per Share for the financial
year ended 30 June 2025 (“Final Dividend”). The Final Dividend will be
payable in cash, with an option granted to Shareholders to receive new
and fully paid Shares in lieu of cash in whole or in part under the
Scrip Dividend Scheme; and
 b. the making of a bonus issue on the basis of one (1) Bonus Share for
every ten (10) existing Shares held by the Shareholders (“Bonus
Issue”).

The Final Dividend will be paid and the Bonus Issue will be made to the
Shareholders whose names appear on the register of members of the Company
on 24 November 2025 (the “Record Date”).

As a result of the payment of Final Dividend and the making of Bonus
Issue, adjustments have been/will be made to (a) the exercise price and
the number of the outstanding share options (the “Share Options”) granted
under the existing share option scheme adopted by the Company on 23
November 2021 (the “Share Option Scheme”) and (b) the conversion price
of the Bonds.

ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF OUTSTANDING SHARE
OPTIONS

Pursuant to the terms of the Share Option Scheme and the Listing Rules,
the following adjustments (the “Share Option Adjustments”) have been
made to the exercise price and the number of the outstanding Share Options
(all of which are unvested as at the date of this announcement) as a
result of the Bonus Issue with effect from 20 November 2025:

  Before adjustments   After adjustments
Exercise price Number of Exercise price Maximum number of
  per Share outstanding Share   per Share outstanding Share
Options Options
  HK$     HK$  
  7.464 97,438,919   6.785 107,182,810

 
 

Subject to the market value of the Scrip Shares and the level of
participation from eligible Shareholders in the Scrip Dividend Scheme,
among other things, further adjustments to the exercise price and the
number of the outstanding Share Options may be required as a result of the
Scrip Shares to be issued pursuant to the Scrip Dividend Scheme. The
Company will make further announcement(s) on such adjustment as and when
appropriate.

Save for the Share Option Adjustments, all other terms and conditions of
the outstanding Share Options granted under the Share Option Scheme remain
unchanged. Separate notification regarding the Share Option Adjustments
will be sent to each holder of the outstanding Share Options.

The Company’s independent financial adviser, Ballas Capital Limited, has
confirmed in writing that the Share Option Adjustments are fair and
reasonable and in compliance with the requirements set out in the terms of
the Share Option Scheme, Rule 17.03(13) of the Listing Rules and Appendix
1 attached to the Frequently Asked Questions FAQ13 – No.1-20 issued by the
Stock Exchange.

ADJUSTMENTS TO CONVERSION PRICE OF HK$ 850,000,000 2.80 PER CENT.
CONVERTIBLE BONDS DUE 2027

As disclosed in the CB Announcements, pursuant to the terms and conditions
of the Bonds, the Conversion Price is subject to adjustment for, among
other things, capitalisation of profits, reserves and/ or share premium
account of the Company and distribution to Shareholders.

As a result of the Bonus Issue and Final Dividend, the Conversion Price
shall be adjusted as follows:

 a. in relation to the Bonus Issue, the Conversion Price in force
immediately prior to such issue shall be multiplied by the following
fraction:

          A          
B

          where:           A   is the aggregate nominal amount of the
issued Shares immediately before such issue; and
          B   is the aggregate nominal amount of the issued Shares
immediately after such issue.

          and

      b. in relation to the Final Dividend, the above adjusted Conversion
Price shall be multiplied by the following fraction:

             A – B             
A

          where:           A   is the Current Market Price of one Share on
the date on which the distribution is publicly announced; and
          B   is the Fair Market Value on the date of such announcement of
the portion of the distribution in Hong Kong dollars attributable to one
Share.

The above adjustments shall become effective on the date that such issue
of shares or distribution is actually made or if a record date is fixed
therefor, immediately after such record date.

Accordingly and assuming that no other event that triggers an adjustment
to the Conversion Price will occur on or before 25 November 2025, the
Conversion Price will be adjusted from HK$7.67 per Share to HK$6.69 per
Share (the “CB Adjustments”) as a result of the Bonus Issue and the
declaration of the Final Dividend to be paid to the Shareholders which
have been approved at the annual general meeting held on 18 November 2025
by the Shareholders. The CB Adjustments will become effective on 25
November 2025, being the date immediately after the Record Date.

As at the date of this announcement, HK$554,000,000 in aggregate principal
amount of the Bonds remains outstanding. Immediately following the CB
Adjustments and assuming that the outstanding aggregate principal amount
of the Bonds remains unchanged, the maximum number of new Shares that will
be issued by the Company upon full conversion of the outstanding Bonds at
the adjusted Conversion Price of HK$6.69 per Share (which reflects the CB
Adjustments) will be 82,810,164 Shares, representing:

 a. an increase of 10,580,699 new Shares (the “Additional Conversion
Shares”) from the original 72,229,465 new Shares based on the initial
Conversion Price of HK$7.67 per Share and the remaining outstanding
principal amount of the Bonds of HK$554,000,000;
 b. approximately 2.04% of the existing number of issued Shares of the
Company of 4,064,408,883 Shares as at the date of this announcement;
and
 c. approximately 2.00% of the number of issued Shares of the Company, as
enlarged by the issue and allotment of the new Shares upon full
conversion of the Bonds (assuming that there is no other change to the
issued share capital of the Company).

The Additional Conversion Shares will be issued and allotted pursuant to
the General Mandate granted to the Directors by the Shareholders on 22
November 2024 to allot and issue up to 799,508,017 Shares. As at the date
of this announcement, the Company had allotted 66,868,798 new Shares
pursuant to the General Mandate and it is expected that the limit of the
General Mandate is sufficient to cover the issue of the new Shares
(including Additional Conversion Shares) upon full conversion of the
Bonds.

An application has been made by the Company to the Hong Kong Stock
Exchange for the listing of, and permission to deal in, the Additional
Conversion Shares on the Hong Kong Stock Exchange.

Subject to the market value of the Scrip Shares and the level of
participation from eligible Shareholders in the Scrip Dividend Scheme,
among other things, further adjustments to the Conversion Price may be
required in relation to the Scrip Shares to be issued pursuant to the
Scrip Dividend Scheme. The Company will make further announcement(s) on
such adjustment as and when appropriate.

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED
OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE
7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (“MAR”).

FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING
REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY DR. CHENG
KAR SHUN, HENRY, DIRECTOR OF THE ISSUER.

 

By Order of the Board

CTF Services Limited
Dr. Cheng Kar Shun, Henry

Chairman

 

Hong Kong, 24 November 2025

As at the date of this announcement, ( a) the executive
directors of the Company are Dr. Cheng Kar Shun, Henry, Mr.
Cheng Chi Ming, Brian, Mr. Ho Gilbert Chi Hang, Mr. Lam Jim and
Mr. Cheng Chi Leong, Christopher; (b) the non-executive directors
of the Company are Mr. William Junior Guilherme Doo (alternate director
to Mr. William Junior Guilherme Doo: Mr. Lam Wai Hon, Patrick) and Mr.
Tsang On Yip, Patrick; and (c) the independent non-executive directors of
the Company are Mr. Shek Lai Him, Abraham, Mr. Lee Yiu Kwong,
Alan, Mrs. Oei Wai Chi Grace Fung, Mr. Wong Kwai Huen, Albert,
Professor Chan Ka Keung, Ceajer and Ms. Ng Yuen Ting, Yolanda.

End of Inside Information

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24-Nov-2025 CET/CEST News transmitted by [3]EQS Group

View original content: [4]EQS News

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Language: English
Company: CTF Services Limited
Clarendon House, 2 Church Street
HM 11 Hamilton
Bermuda
Phone: (852) 3113 6028
E-mail: jimlam@ctfs.com.hk
Internet: https://www.ctfs.com.hk/
ISIN: XS3123496989
Listed: Vienna Stock Exchange (Vienna MTF)
EQS News ID: 2235070

 
End of Announcement EQS News Service

2235070  24-Nov-2025 CET/CEST

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References

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