PCCW Limited (PCCW) and its indirect subsidiary HKT Trust and HKT Limited (HKT) have agreed to dispose of a further 9% equity interest in Regional Link Telecom Services Holdings Limited (the Target) to Pegasus Investment BidCo Limited, a company managed by CM Capital. The all-cash consideration is US$209.45 million, equivalent to HK$1.64 billion.
Transaction Highlights • Consideration and Valuation: The price implies an enterprise-value-to-EBITDA multiple of 12.5× and a price-to-net-asset-value multiple of 4.3×, both well above HKT’s corresponding market multiples of 9.4× and 2.4×. The valuation represents a 7% premium to the parties’ June 2024 initial investment. • Retained Control: Post-completion, the Target—together with its wholly owned Passive Netco unit—remains an indirect subsidiary of HKT and, ultimately, PCCW. • Financial Metrics of the Target: For FY2025 the Target generated unaudited EBITDA of HK$1.45 billion and net profit of HK$1.11 billion after tax; net assets attributable to PCCW and HKT stood at HK$4.18 billion at 31 December 2025. • Cash Deployment: Proceeds will be earmarked for general corporate purposes, including debt repayment. The transaction will be treated as an equity transaction with no gain or loss recognised in PCCW or HKT’s consolidated income statements.
Key Terms and Timeline • Signing Date: 30 March 2026. • Conditions: Standard warranties and regulatory approvals; long-stop date 31 August 2026, extendable by up to 30 business days. • Completion: Expected on the 12th business day after all conditions are met. • Shareholders’ Agreement Amendment: Investors receive a put option exercisable on defined trigger events; share transfers restricted until 27 December 2029. HKTL guarantees specified seller payment obligations.
Regulatory Classification • The sale, aggregated with the 2024 initial investment, is a discloseable and connected transaction for both PCCW and HKT under Hong Kong Listing Rules. Independent non-executive directors have confirmed the terms are fair and reasonable; no shareholder approval is required.
Cautionary Note Completion remains subject to outstanding conditions, and there is no assurance the transaction will close. Investors are advised to exercise caution when dealing in PCCW shares or HKT Share Stapled Units.
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