SJM HOLDINGS (00880) Subsidiary to Acquire Full Stake in Arc de Triomphe Development Limited

SJM HOLDINGS (00880) announced that on November 20, 2025, its subsidiaries, SJM–Investment Limited and Sociedade de Jogos de Macau, S.A., intend to acquire all issued shares of Arc de Triomphe Development Limited from Goldarch Holdings Limited and Solar King Investments Limited, both indirectly wholly owned by Ms. Angela Leong. The parties have agreed that: (i) the purchase price for all issued shares of the target company under the acquisition agreement will be at par value, amounting to MOP 180,000; and (ii) the buyer is required to arrange for the repayment of an Industrial and Commercial Bank loan at completion, capped at HKD 1,749,825,243, equivalent to HKD 1.75 billion (the valuation of the Arc de Triomphe Hotel property) minus the share purchase price. The total amount payable by the buyer at completion is HKD 1.75 billion.

Subject to the acquisition agreement and authorization by the Secretary for Economy and Finance of Macau, a loan agreement will be executed prior to completion, under which Sociedade de Jogos de Macau, S.A. plans to provide Ms. Angela Leong with a three-year loan of HKD 177,525,000 (the loan differential) to fund her portion of the Industrial and Commercial Bank loan repayment.

The acquisition aligns with Sociedade de Jogos de Macau, S.A.'s strategic goal of consolidating resources to generate long-term value and synergies. The Arc de Triomphe Hotel is located on the Macau Peninsula, closely connected to the city center and just a five-minute drive from the Macau Outer Harbour Ferry Terminal, offering convenient accessibility. Through this acquisition, the group will benefit from operational synergies by managing the entire Arc de Triomphe Hotel, which includes accommodation and dining services.

Given the hotel's proximity to the group's existing casinos, such as Casino Lisboa, the acquisition is expected to create synergies with the group's current operations, further strengthening its sustainable growth foundation and reinforcing Sociedade de Jogos de Macau, S.A.'s market positioning on the Macau Peninsula. The Arc de Triomphe Hotel's central location and strong operational performance make it an attractive asset, anticipated to enhance operational efficiency. Therefore, the board believes this acquisition holds significant strategic importance for the group's long-term development.