REG - CK Infrastructure - Announcement of Disposal of UK Power Networks
26/02/2026 07:00
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RNS Number : 4450U CK Infrastructure Holdings Limited 26 February 2026
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INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
CK Infrastructure Holdings Limited notes the following text from an
announcement released to The Stock Exchange of Hong Kong Limited on 26
February 2026 pursuant to the Rules Governing the Listing of Securities on the
Stock Exchange of Hong Kong Limited.
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 the Cayman Islands with limited liability) (Incorporated in Bermuda with limited liability)
(Stock Code: 1) (Stock Code: 1038)
CONNECTED TRANSACTION AND CONNECTED TRANSACTION AND
DISCLOSEABLE TRANSACTION MAJOR TRANSACTION
JOINT ANNOUNCEMENT RELATING TO
DISPOSAL OF UK POWER NETWORKS
THE DISPOSAL
The CKI Board and the CKHH Board jointly announce that, after trading hours on
25 February 2026 and before trading hours on 26 February 2026 in Hong Kong,
London and Paris, CKI Sub (an indirect wholly-owned subsidiary of CKI), PAH
Sub (an indirect wholly-owned subsidiary of PAH), CKA Sub (an indirect
wholly-owned subsidiary of CKA), the Purchaser and the Purchaser's Guarantor
entered into the Share Purchase Agreement in relation to the Disposal.
As at the date of this announcement, the issued share capital of the Target is
owned as to 40%, 40% and 20% by CKI Sub, PAH Sub and CKA Sub, respectively.
Pursuant to the Share Purchase Agreement, each Seller has agreed to severally
sell its respective Sale Shares, and the Purchaser has agreed to purchase such
Sale Shares from that Seller. The Sale Shares together represent 100% of the
issued share capital of the Target.
Each Seller has also agreed to sell, or procure the sale of, each Shareholder
Debt Instrument registered in the name of the relevant Shareholder Debt
Instrument Holder, and the Purchaser has agreed to purchase each such
Shareholder Debt Instrument from that relevant Shareholder Debt Instrument
Holder.
REASONS FOR AND BENEFITS OF CKI SUB'S DISPOSAL
Since the CKI Group's acquisition of its interest in the Target Group in 2010,
the Target Group has gone through a steady transformation and is now a leading
electricity distribution network operator in the United Kingdom, consistently
delivering stable financial contribution to CKI and CKHH. The Target Group has
achieved significant growth during the CKI Group's investment period and the
CKI Board believes that the Disposal will allow the CKI Group (which is a part
of the CKHH Group) to monetise its investment at an attractive valuation with
significant accounting gain and cash proceeds for future investments or
acquisitions.
LISTING RULES IMPLICATIONS
(a) For CKI
As one or more of the applicable percentage ratios of CKI in respect of CKI
Sub's Disposal exceed 25% but all of the applicable percentage ratios are less
than 75%, CKI Sub's Disposal constitutes a major transaction of CKI and is
subject to the announcement, notification, circular and shareholders' approval
requirements under Chapter 14 of the Listing Rules.
CKA has been deemed by the Stock Exchange to be a connected person of CKHH
under the Listing Rules. As wholly-owned subsidiaries of CKHH currently hold
approximately 75.67% of the issued share capital of CKI, CKA may be regarded
as a connected person of CKI under the Listing Rules. Accordingly, CKI Sub's
Disposal may constitute a connected transaction of CKI under Chapter 14A of
the Listing Rules. On this basis, as one or more of the applicable percentage
ratios of CKI in respect of CKI Sub's Disposal exceed 5%, CKI Sub's Disposal
will be subject to CKI's compliance with the announcement, reporting, circular
and independent shareholders' approval requirements under Chapter 14A of the
Listing Rules.
(b) For CKHH
As one or more of the applicable percentage ratios of CKHH in respect of CKI
Sub's Disposal exceed 5% but all of the applicable percentage ratios are less
than 25%, CKI Sub's Disposal constitutes a discloseable transaction of CKHH
and is subject to the announcement and notification requirements but is not
subject to the circular and shareholders' approval requirements under Chapter
14 of the Listing Rules.
CKA has been deemed by the Stock Exchange to be a connected person of CKHH
under the Listing Rules. Accordingly, the Disposal by CKI Sub, which is an
indirect subsidiary of CKHH, may constitute a connected transaction of CKHH
under Chapter 14A of the Listing Rules. On this basis, as one or more of the
applicable percentage ratios of CKHH in respect of CKI Sub's Disposal exceed
5%, CKI Sub's Disposal will be subject to CKHH's compliance with the
announcement, reporting, circular and independent shareholders' approval
requirements under Chapter 14A of the Listing Rules.
GENERAL
As completion of the Disposal is subject to the fulfilment of certain terms
and conditions under the Share Purchase Agreement, there remains the
possibility that the Disposal may not proceed. Shareholders and potential
investors should exercise caution when dealing in the securities of CKI and/or
CKHH.
Please also refer to the announcements of PAH and CKA dated today in relation
to PAH Sub's Disposal and CKA Sub's Disposal, respectively.
1. INTRODUCTION
The CKI Board and the CKHH Board jointly announce that, after trading hours on
25 February 2026 and before trading hours on 26 February 2026 in Hong Kong,
London and Paris, CKI Sub (an indirect wholly-owned subsidiary of CKI), PAH
Sub (an indirect wholly-owned subsidiary of PAH), CKA Sub (an indirect
wholly-owned subsidiary of CKA), the Purchaser and the Purchaser's Guarantor
entered into the Share Purchase Agreement in relation to the Disposal.
2. SHARE PURCHASE AGREEMENT
The principal terms of the Share Purchase Agreement are set out below:
Date
25 February 2026
Parties
(i) CKI Sub as a seller;
(ii) PAH Sub as a seller;
(iii) CKA Sub as a seller;
(iv) the Purchaser as the purchaser; and
(v) the Purchaser's Guarantor as the Purchaser's guarantor.
CKI Sub is an indirect wholly-owned subsidiary of CKI, and is an indirect
non-wholly owned subsidiary of CKHH. PAH Sub is an indirect wholly-owned
subsidiary of PAH. CKA Sub is an indirect wholly-owned subsidiary of CKA. The
rights and obligations of each of CKI Sub, PAH Sub and CKA Sub under the Share
Purchase Agreement are on a several basis, and each of CKI Sub, PAH Sub and
CKA Sub will only have rights and obligations to the extent they relate to the
Sale Shares or the Shareholder Debt Instruments it agrees to sell, or procure
to sell, under the Share Purchase Agreement.
The Disposal
As at the date of this announcement, the issued share capital of the Target is
owned as to 40%, 40% and 20% by CKI Sub, PAH Sub and CKA Sub, respectively.
Each Seller has agreed to severally sell its respective Sale Shares, and the
Purchaser has agreed to purchase such Sale Shares from that Seller. The Sale
Shares together represent 100% of the issued share capital of the Target.
Each Seller has also agreed to sell, or procure the sale of, each Shareholder
Debt Instrument registered in the name of the relevant Shareholder Debt
Instrument Holder, and the Purchaser has agreed to purchase each such
Shareholder Debt Instrument from that relevant Shareholder Debt Instrument
Holder.
Guarantees
The Purchaser's Guarantor has agreed to guarantee the performance and
observance of the obligations of the Purchaser under the Share Purchase
Agreement. Engie has entered into the Purchaser Parent Guarantee, under which
Engie will guarantee the payment of the purchase price by the Purchaser under
the Share Purchase Agreement.
Each of CKI, PAH and CKA has entered into separate guarantee letters on 25
February 2026 (London time) addressed to the Purchaser, under which CKI, PAH
and CKA guarantee the performance and observance of the obligations of CKI
Sub, PAH Sub and CKA Sub under the Share Purchase Agreement, respectively.
CKI Consideration
The CKI Consideration for CKI Sub's Sale Shares and CKI Sub's Shareholder Debt
Instruments shall be an amount in cash equal to the Base CKI Consideration,
being GBP4,219,200,000 (equivalent to approximately HK$44,301,600,000),
subject to customary adjustments pursuant to the Share Purchase Agreement.
The amount of the CKI Consideration allocated to each CKI Sub's Shareholder
Debt Instrument shall be an amount equal to the aggregate of all principal,
interest, fees and other amounts outstanding in relation to that Shareholder
Debt Instrument as at Closing.
The amount of the CKI Consideration allocated to CKI Sub's Sale Shares shall
be an amount equal to the CKI Consideration less the amount of the CKI
Consideration allocated to all of CKI Sub's Shareholder Debt Instruments. The
CKI Consideration is payable by the Purchaser to CKI Sub in cash at Closing
pursuant to the Share Purchase Agreement.
The CKI Consideration for CKI Sub's Disposal was determined based on arm's
length negotiations between CKI Sub and the Purchaser and after taking into
account factors including: (i) the prevailing market prices of similar assets;
(ii) the performance of the business conducted by the Target Group; and (iii)
the information set out under the section headed "5. Reasons for and Benefits
of CKI Sub's Disposal". Further information on the basis upon which the CKI
Consideration was determined will be disclosed in the circulars to be
despatched by CKI and CKHH, respectively.
Conditions
The sale and purchase of the Sale Shares and the Shareholder Debt Instruments
is conditional upon satisfaction of the following Conditions, or their
satisfaction subject only to Closing:
(i) approval by the shareholders of CKI of all resolution(s)
relating to the transactions to be performed by CKI Sub under the Share
Purchase Agreement as may be required under the Listing Rules or otherwise
required by the Stock Exchange, or the grant by the Stock Exchange of a waiver
from the need to obtain such approval;
(ii) approval by the shareholders of CKHH of all resolution(s)
relating to the transactions to be performed by CKI Sub under the Share
Purchase Agreement as may be required under the Listing Rules or otherwise
required by the Stock Exchange, or the grant by the Stock Exchange of a waiver
from the need to obtain such approval;
(iii) approval by the shareholders of PAH of all resolution(s)
relating to the transactions to be performed by PAH Sub under the Share
Purchase Agreement as may be required under the Listing Rules or otherwise
required by the Stock Exchange, or the grant by the Stock Exchange of a waiver
from the need to obtain such approval;
(iv) approval by the shareholders of CKA of all resolution(s)
relating to the transactions to be performed by CKA Sub under the Share
Purchase Agreement as may be required under the Listing Rules or otherwise
required by the Stock Exchange, or the grant by the Stock Exchange of a waiver
from the need to obtain such approval;
(v) a notification under the National Security and Investment
Act 2021 of the United Kingdom having been accepted and (a) the Secretary of
State confirming before the end of the review period that no further action
will be taken in relation to the Disposal; or (b) if the Secretary of State
issues a call-in notice in relation to the Disposal, the relevant parties (or
any party) to the Share Purchase Agreement receiving confirmation that the
Secretary of State will take no further action in relation to the call-in
notice and the Disposal under the National Security and Investment Act 2021;
or (c) the Secretary of State making a final order in relation to the Disposal
(and, to the extent relevant, all conditions or obligations contained in such
an order necessary for Closing having been satisfied or complied with or any
restriction preventing Closing having been lifted or released); and
(vi) (a) the GFSC giving notice in writing that it approves or has
no objection to the acquisition of UKPN Insurance by the Purchaser and all
other persons who would at Closing become a shareholder controller of UKPN
Insurance; or (b) (1) the surrendering of the authorisation or licence of UKPN
Insurance to carry on insurance business under the relevant laws in the Island
of Guernsey; and (2) the discontinuance and winding-up of the insurance
business of UKPN Insurance, such that the no objection of the GFSC is not
required in connection with the Disposal.
None of the Conditions may be waived by any party to the Share Purchase
Agreement.
If (a) the GFSC objects in writing to any person becoming a shareholder
controller of UKPN Insurance following the Disposal within 90 days of the date
of the Share Purchase Agreement; or (b) the GFSC does not provide written
confirmation of no objection to satisfy the Condition set out under paragraph
(vi) above within 90 days of the date of the Share Purchase Agreement (or such
other date as may be agreed in writing between the parties to the Share
Purchase Agreement), then the parties agree that the Longstop Date shall be
automatically extended by a period of three months in accordance with the
following paragraph.
Subject to the preceding paragraph, if any of the Conditions is not satisfied
on or before 5:00 p.m. (London time) on the Longstop Date, either the Sellers
(acting jointly) (by notice to the Purchaser) or the Purchaser (by notice to
the Sellers' representative) may extend the Longstop Date by a period of three
months.
If (i) the Purchaser or the Sellers have not extended the Longstop Date
pursuant to the preceding paragraph and any Condition is not satisfied on or
before 5:00 p.m. (London time) on the Longstop Date; or (ii) the Purchaser or
the Sellers have extended the Longstop Date pursuant to the preceding
paragraph or the Longstop Date has been automatically extended as set out
above and any Condition is not satisfied on or before 5:00 p.m. (London time)
on the extended Longstop Date, the Purchaser or the Sellers (acting jointly)
may in their sole discretion terminate the Share Purchase Agreement in
accordance with its terms.
Closing
Closing shall take place on the tenth business day following (but excluding)
the date on which the fulfilment of the last Condition is notified by the
relevant party to the other parties to the Share Purchase Agreement, or at
such other time or date as may be agreed between the Purchaser and the
Sellers' representative in writing.
At Closing, each of the Sellers and the Purchaser shall comply with their
respective closing obligations under the Share Purchase Agreement, including
the delivery by each of the Sellers and the Purchaser to each other of various
closing deliverables, and the payment of the total consideration (including
the CKI Consideration) for the relevant Disposal by the Purchaser to the
respective Sellers.
Exclusivity
During the Exclusivity Period, each Seller undertakes that it shall not, and
shall procure that its respective affiliates shall not, discuss, negotiate or
solicit or accept any offer from any other third party for an acquisition
(whether direct or indirect) of any of the issued share capital of the Target
or any other material member of the Target Group, or of any assets, business
or undertakings which are material in the context of the business of the
Target Group taken as a whole.
"Exclusivity Period" means: (i) if Closing occurs under the Share Purchase
Agreement, the period from the date of the Share Purchase Agreement until
Closing; (ii) if Closing does not occur under the Share Purchase Agreement
solely due to one (or more) of the Sellers' Shareholder Conditions not being
satisfied (other than where the failure to do so was a direct result of a
breach by the Purchaser of its obligations to provide information and other
assistance in accordance with the Share Purchase Agreement), the period of 18
months from the date of the Share Purchase Agreement; and (iii) if Closing
does not occur under the Share Purchase Agreement for any other reason, the
period from the date of the Share Purchase Agreement until termination of the
Share Purchase Agreement.
3. INFORMATION ON THE TARGET GROUP
The principal business of the Target Group is the distribution of electricity
across London, the South East and the East of England. The Target Group owns
and maintains electricity networks across London, the South East and the East
of England. The Target Group's network is approximately 192,000 kilometres in
length and covers an area of over 29,000 square kilometres, serving 8.5
million homes and businesses. The Target Group also has a non-regulated
business - UK Power Networks Services - which designs, builds, owns and
operates private networks for both public and private sector clients.
According to the audited consolidated financial statements of the Target Group
for the financial years ended 31 March 2024 and 31 March 2025 prepared in
accordance with the United Kingdom Generally Accepted Accounting Practice, the
audited consolidated profits before and after taxation of the Target Group
were, respectively, approximately GBP466.9 million (equivalent to
approximately HK$4,902.5 million) and GBP312.4 million (equivalent to
approximately HK$3,280.2 million) for the financial year ended 31 March 2024,
and approximately GBP1,149.3 million (equivalent to approximately HK$12,067.7
million) and GBP852.9 million (equivalent to approximately HK$8,955.5 million)
for the financial year ended 31 March 2025. The audited consolidated net asset
value of the Target Group as at 31 March 2025 was approximately GBP5,583.5
million (equivalent to approximately HK$58,626.8 million).
The significant increase in financial performance in the financial year ended
31 March 2025 was due to an increase in revenues collected in the period. This
was mainly attributable to the recovery of additional amounts relating to
higher inflation, which was under-recovered in previous financial periods
owing to actual rates of inflation being much higher than those assumed when
revenue tariffs were set. In addition, the revenues of the Target Group in the
financial year ended 31 March 2025 include higher incentives relating to the
RIIO-ED1 price control, which are collected on a two-year lag.
Under the regulatory framework of UK electricity distribution networks, a
revenue true-up mechanism applies whereby tariffs are adjusted for actual
inflation on a delayed basis.
4. FINANCIAL EFFECTS OF THE DISPOSAL AND USE OF PROCEEDS
4.1. For CKI
Subject to Closing and based on the currently available information, taking
into account the CKI Group's approximately 36.01% shareholding interest in
PAH, the CKI Group expects to report an effective gain of approximately
HK$14.5 billion arising from the transactions. The actual amount of such gain
to be realised by the CKI Group is subject to auditor's review and will depend
on the final consideration, carrying costs, other relevant expenses including
transaction costs, and the actual exchange rate, and therefore may vary from
the amount mentioned above. The net proceeds to be received by the CKI Group
are intended to be used by the CKI Group to pursue new investment or
acquisition opportunities and for general working capital.
4.2. For CKHH
Subject to Closing, based on the currently available information, the CKHH
Group expects to recognise a gain of approximately HK$14.5 billion
attributable to its ordinary shareholders from the Disposal. This amount
represents its approximate 75.67% share of the gain expected to be reported by
the CKI Group, after accounting for relevant reclassification and
consolidation adjustments. The final gain amount is subject to auditor's
review and may vary depending on a number of factors, including the final
consideration, carrying costs, related transaction expenses, exchange rate at
Closing, as well as the CKHH Group's reclassification and consolidation
adjustments relating to the Target at Closing. CKHH itself will not directly
receive any net proceeds from the Disposal. As mentioned above, the net
proceeds to be received by the CKI Group are intended to be used by the CKI
Group to pursue new investment or acquisition opportunities and for general
working capital.
5. REASONS FOR AND BENEFITS OF CKI SUB'S DISPOSAL
Since the CKI Group's acquisition of its interest in the Target Group in 2010,
the Target Group has gone through a steady transformation and is now a leading
electricity distribution network operator in the United Kingdom, consistently
delivering stable financial contribution to CKI and CKHH. The Target Group has
achieved significant growth during the CKI Group's investment period and the
CKI Board believes that the Disposal will allow the CKI Group (which is a part
of the CKHH Group) to monetise its investment at an attractive valuation with
significant accounting gain and cash proceeds for future investments or
acquisitions.
For the above reasons, the CKI Directors consider that the terms of CKI Sub's
Disposal are normal commercial terms, fair and reasonable and in the interests
of CKI and its shareholders as a whole, subject to the fact that the CKI
Directors who are members of the CKI Independent Board Committee will form
their opinion on CKI Sub's Disposal according to the recommendation of the
independent financial adviser to the CKI Independent Board Committee and the
independent shareholders of CKI and such opinion will be provided in a letter
to be included in the circular to be despatched by CKI pursuant to the Listing
Rules. None of the CKI Directors has any material interest in the transaction
herein announced except by virtue of being a director and/or shareholder of
CKI (or any of its subsidiaries or substantial shareholders) or the Sellers
(or any of their respective subsidiaries or holding companies), and no CKI
Directors were required to abstain from voting on the board resolutions of CKI
passed in connection with CKI Sub's Disposal.
The CKHH Directors (other than the members of the CKHH Independent Board
Committee, whose views are expected to be set out in the circular to be
despatched by CKHH to its shareholders), having regard to the views of the CKI
Directors expressed above, endorse the reasons of the CKI Directors for
entering into CKI Sub's Disposal and the benefits which are expected to accrue
to the CKHH Group (of which CKI forms part) as a result of CKI Sub's Disposal,
and consider that the terms of CKI Sub's Disposal are normal commercial terms,
fair and reasonable and in the interests of CKHH and its shareholders as a
whole. None of the CKHH Directors has any material interest in the transaction
herein announced except by virtue of being a director and/or shareholder of
CKHH (or any of its subsidiaries or substantial shareholders) or the Sellers
(or any of their respective subsidiaries or holding companies), and no CKHH
Directors were required to abstain from voting on the board resolutions of
CKHH passed in connection with CKI Sub's Disposal.
6. INFORMATION ON THE CKI GROUP, THE CKHH GROUP AND OTHER PARTIES
6.1. The CKI Group
The CKI Group is a global infrastructure company whose principal activities
are development, investment and operation of infrastructure businesses in Hong
Kong, Chinese Mainland, the United Kingdom, Continental Europe, Australia, New
Zealand, Canada and the United States.
CKI Sub is an indirect wholly-owned subsidiary of CKI. CKI Sub is an
investment holding company.
6.2. The CKHH Group
The CKHH Group is principally engaged in four core businesses: ports and
related services, retail, infrastructure and telecommunications. The diverse
businesses of CKHH and its subsidiaries and associated companies operate in
over 50 countries/markets across the world.
CKI Sub is an indirect non-wholly owned subsidiary of CKHH.
6.3. The CKA Group
The CKA Group is a leading multinational conglomerate that has diverse
capabilities with business activities presently encompassing property
development and investment, hotel and serviced suite operation, property and
project management, pub operation and investment in infrastructure and utility
asset operation.
CKA Sub is an indirect wholly-owned subsidiary of CKA. CKA Sub is an
investment holding company.
6.4. The PAH Group
The principal activities of the PAH Group are investment in energy and
utility-related businesses in the United Kingdom, Hong Kong, Australia, New
Zealand, Chinese Mainland, Thailand, the Netherlands, Canada and the United
States. Wholly-owned subsidiaries of CKI currently hold approximately 36.01%
of the issued shares of PAH.
PAH Sub is an indirect wholly-owned subsidiary of PAH. PAH Sub is an
investment holding company.
6.5. The Purchaser, the Purchaser's Guarantor and Engie
Each of the Purchaser and the Purchaser's Guarantor is directly or indirectly
ultimately fully-owned by Engie. Each of the Purchaser and the Purchaser's
Guarantor is a holding company.
Engie is a major player in the energy transition, whose purpose is to
accelerate the transition towards a carbon-neutral economy. With more than
90,000 employees in 30 countries, the Engie group covers the entire energy
value chain, from production to infrastructures and sales. Engie combines
complementary activities: renewable electricity and green gas production,
flexibility assets (notably batteries), gas and electricity transmission and
distribution networks, local energy infrastructures (heating and cooling
networks) and the supply of energy to individuals, local authorities and
businesses.
Save as disclosed in the section headed "7. Implications under the Listing
Rules" below, to the best of the knowledge, information and belief of the CKI
Board and the CKHH Board, having made all reasonable enquiries, the Purchaser,
the Purchaser's Guarantor, Engie and their respective ultimate beneficial
owner are third parties independent of CKI and CKHH respectively, and the
respective connected persons of CKI and CKHH under the Listing Rules.
7. IMPLICATIONS UNDER THE LISTING RULES
The implications of CKI Sub's Disposal for each of CKI and CKHH under the
Listing Rules are as follows:
7.1. For CKI
As one or more of the applicable percentage ratios of CKI in respect of CKI
Sub's Disposal exceed 25% but all of the applicable percentage ratios are less
than 75%, CKI Sub's Disposal constitutes a major transaction of CKI and is
subject to the announcement, notification, circular and shareholders' approval
requirements under Chapter 14 of the Listing Rules.
CKA has been deemed by the Stock Exchange to be a connected person of CKHH
under the Listing Rules. As wholly-owned subsidiaries of CKHH currently hold
approximately 75.67% of the issued share capital of CKI, CKA may be regarded
as a connected person of CKI under the Listing Rules. Accordingly, CKI Sub's
Disposal may constitute a connected transaction of CKI under Chapter 14A of
the Listing Rules. On this basis, as one or more of the applicable percentage
ratios of CKI in respect of CKI Sub's Disposal exceed 5%, CKI Sub's Disposal
will be subject to CKI's compliance with the announcement, reporting, circular
and independent shareholders' approval requirements under Chapter 14A of the
Listing Rules.
A CKI circular containing, among other things, (i) further information on CKI
Sub's Disposal; (ii) the letter of advice from the independent financial
adviser to the CKI Independent Board Committee and the independent
shareholders of CKI; and (iii) a notice of the CKI SGM will be despatched to
the CKI shareholders. In order to allow sufficient time for CKI to prepare and
finalise the CKI circular (including the letter of advice from the independent
financial adviser), the CKI circular will be despatched more than 15 business
days after the publication of this announcement and is expected to be
despatched to the CKI shareholders on or before 30 April 2026.
7.2. For CKHH
As one or more of the applicable percentage ratios of CKHH in respect of CKI
Sub's Disposal exceed 5% but all of the applicable percentage ratios are less
than 25%, CKI Sub's Disposal constitutes a discloseable transaction of CKHH
and is subject to the announcement and notification requirements but is not
subject to the circular and shareholders' approval requirements under Chapter
14 of the Listing Rules.
CKA has been deemed by the Stock Exchange to be a connected person of CKHH
under the Listing Rules. Accordingly, the Disposal by CKI Sub, which is an
indirect subsidiary of CKHH, may constitute a connected transaction of CKHH
under Chapter 14A of the Listing Rules. On this basis, as one or more of the
applicable percentage ratios of CKHH in respect of CKI Sub's Disposal exceed
5%, CKI Sub's Disposal will be subject to CKHH's compliance with the
announcement, reporting, circular and independent shareholders' approval
requirements under Chapter 14A of the Listing Rules.
A CKHH circular containing, among other things, (i) further information on CKI
Sub's Disposal; (ii) the letter of advice from the independent financial
adviser to the CKHH Independent Board Committee and the independent
shareholders of CKHH; and (iii) a notice of the CKHH EGM will be despatched to
the CKHH shareholders. In order to allow sufficient time for CKHH to prepare
and finalise the CKHH circular (including the letter of advice from the
independent financial adviser), the CKHH circular will be despatched more than
15 business days after the publication of this announcement and is expected to
be despatched to the CKHH shareholders on or before 30 April 2026.
8. FORMATION OF THE INDEPENDENT BOARD COMMITTEES
8.1. CKI Independent Board Committee
The CKI Independent Board Committee, comprising Mr. Lan Hong Tsung, David and
Mr. Paul Joseph Tighe, being independent non-executive directors of CKI, has
been formed to advise and provide recommendation to the independent
shareholders of CKI in respect of CKI Sub's Disposal. Since (i) Mr. Cheong
Ying Chew, Henry, Mrs. Kwok Eva Lee and Mrs. Sng Sow-mei alias Poon Sow Mei,
being independent non-executive directors of CKI, are also independent
non-executive directors of CKA; and (ii) Ms. Koh Poh Wah, being an independent
non-executive director of CKI, is also an independent non-executive director
of PAH, they were not appointed as members of the CKI Independent Board
Committee.
8.2. CKHH Independent Board Committee
The CKHH Independent Board Committee, comprising Ms. Chow Ching Yee, Cynthia,
Mr. Graeme Allan Jack, Mr. Philip Lawrence Kadoorie, Mrs. Leung Lau Yau Fun,
Sophie, Mr. Paul Joseph Tighe, Ms. Tsim Sin Ling, Ruth and Mr. Wong Kwai Lam,
being independent non-executive directors of CKHH, has been formed to advise
and provide recommendation to the independent shareholders of CKHH in respect
of CKI Sub's Disposal.
9. GENERAL
As completion of the Disposal is subject to the fulfilment of certain terms
and conditions under the Share Purchase Agreement, there remains the
possibility that the Disposal may not proceed. Shareholders and potential
investors should exercise caution when dealing in the securities of CKI and/or
CKHH.
Please also refer to the announcements of PAH and CKA dated today in relation
to PAH Sub's Disposal and CKA Sub's Disposal, respectively.
10. DEFINITIONS
In this announcement, the following expressions have the meanings set out
below unless the context requires otherwise:
"Apex Harmony" Apex Harmony Group Limited, an indirect wholly-owned subsidiary of CKA which
is incorporated under the laws of the British Virgin Islands
"Base CKI Consideration" GBP4,219,200,000 (equivalent to approximately HK$44,301,600,000), being the
base consideration of the sale and purchase of CKI Sub's Sale Shares and CKI
Sub's Shareholder Debt Instruments
"CKA" CK Asset Holdings Limited, a company incorporated in the Cayman Islands with
limited liability, the shares of which are listed on the Main Board of the
Stock Exchange (Stock Code: 1113)
"CKA Group" CKA and its subsidiaries
"CKA Sub" Eagle Insight International Limited, an indirect wholly-owned subsidiary of
CKA which is incorporated under the laws of the British Virgin Islands
"CKHH" CK Hutchison Holdings Limited, a company incorporated in the Cayman Islands
with limited liability, the shares of which are listed on the Main Board of
the Stock Exchange (Stock Code: 1)
"CKHH Board" the board of CKHH Directors
"CKHH Director(s)" the director(s) of CKHH
"CKHH EGM" the extraordinary general meeting of CKHH to be convened as required by the
Listing Rules to consider and, if thought fit, approve the resolution(s) in
relation to CKI Sub's Disposal
"CKHH Group" CKHH and its subsidiaries
"CKHH Independent Board Committee" the independent board committee of CKHH, comprising Ms. Chow Ching Yee,
Cynthia, Mr. Graeme Allan Jack, Mr. Philip Lawrence Kadoorie, Mrs. Leung Lau
Yau Fun, Sophie, Mr. Paul Joseph Tighe, Ms. Tsim Sin Ling, Ruth and Mr. Wong
Kwai Lam, being independent non-executive directors of CKHH, established to
advise the independent shareholders of CKHH on CKI Sub's Disposal
"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, legal entity identifier:
5299005U11RQ1C27MR12) and on the Main Market of the London Stock Exchange
"CKI Board" the board of CKI Directors
"CKI Consideration" the total consideration for the sale and purchase of CKI Sub's Sale Shares and
CKI Sub's Shareholder Debt Instruments pursuant to the Share Purchase
Agreement
"CKI Director(s)" the director(s) of CKI
"CKI Group" CKI and its subsidiaries
"CKI Independent Board Committee" the independent board committee of CKI, comprising Mr. Lan Hong Tsung, David
and Mr. Paul Joseph Tighe, being independent non-executive directors of CKI,
established to advise the independent shareholders of CKI on CKI Sub's
Disposal
"CKI SGM" the special general meeting of CKI to be convened as required by the Listing
Rules to consider and, if thought fit, approve the resolution(s) in relation
to CKI Sub's Disposal
"CKI Sub" CKI Number 1 Limited, an indirect wholly-owned subsidiary of CKI which is
incorporated under the laws of England and Wales
"CKI Sub's Sale Shares" the 244,000,000 Sale Shares owned by CKI Sub as at the date of the Share
Purchase Agreement
"Closing" the completion of the sale of the Sale Shares and the Shareholder Debt
Instruments
"Condition(s)" the condition(s) to which Closing is subject
"Disposal" the disposal of the Sale Shares and Shareholder Debt Instruments by and to be
procured by the Sellers pursuant to the terms and subject to the conditions
under the Share Purchase Agreement, and references to each Seller's Disposal
shall be construed as referring to its disposal of its Sale Shares and its (or
its relevant Shareholder Debt Instrument Holder's, as the case may be)
Shareholder Debt Instruments accordingly
"Engie" ENGIE S.A., a société anonyme organised under the laws of France and listed
on the Euronext with stock code: ENGI
"Express Train" Express Train Limited, an indirect wholly-owned subsidiary of CKI which is
incorporated under the laws of the British Virgin Islands
"GBP" British pounds, the lawful currency of the United Kingdom
"GFSC" Guernsey Financial Services Commission
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" Hong Kong Special Administrative Region of the People's Republic of China
"Listing Rules" the Rules Governing the Listing of Securities on the
Stock Exchange
"Longstop Date" 30 June 2026 or such other date as the Sellers and the Purchaser may agree in
writing
"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)
"PAH Group" PAH and its subsidiaries
"PAH Sub" Devin International Limited, an indirect wholly-owned subsidiary of PAH which
is incorporated under the laws of the British Virgin Islands
"percentage ratios" shall have the meaning ascribed to such term in Chapter 14 of the Listing
Rules
"Purchaser" Engie UK 2026 Limited, a company incorporated under the laws of England and
Wales
"Purchaser's Guarantor" Engie Group Participations SA, a société anonyme organised under the laws of
France
"Purchaser Parent Guarantee" the guarantee agreement dated 25 February 2026 entered into by Engie and the
Sellers in relation to the guarantee by Engie of the payment of the purchase
price by the Purchaser under the Share Purchase Agreement
"Sale Shares" the total of 610,000,000 ordinary shares of GBP1 nominal value each in the
Target, being 100% of the issued ordinary share capital of the Target, which
are owned by CKI Sub as to 40%, PAH Sub as to 40% and CKA Sub as to 20% as at
the date of the Share Purchase Agreement, and references to each Seller's Sale
Shares shall be construed accordingly
"Secretary of State" the Secretary of State for Business, Energy and Industrial Strategy or
Digital, Culture, Media & Sport under section 42(2) of the Enterprise Act
2002 of the United Kingdom
"Sellers" CKI Sub, PAH Sub and CKA Sub
"Sellers' Shareholder Conditions" the Conditions set out under paragraphs (i) to (iv) under the section headed
"2. Share Purchase Agreement - Conditions"
"Share Purchase Agreement" the share purchase agreement dated 25 February 2026 entered into among the
Sellers, the Purchaser and the Purchaser's Guarantor in relation to the sale
and purchase of the Sale Shares and the Shareholder Debt Instruments
"Shareholder Debt Instruments" (i) the GBP689,180,000 8.125% loan notes due on 30 June 2051
issued by the Target under the respective UKPN Note Purchase Agreement and
registered to each of: (a) Express Train, in the amount of GBP275,672,000, the
sale of which shall be procured by CKI Sub; (b) PAH Sub, in the amount of
GBP275,672,000; and (c) Apex Harmony, in the amount of GBP137,836,000, the
sale of which shall be procured by CKA Sub, as at the date of the Share
Purchase Agreement; and
(ii) the GBP85,000,000 8.125% loan notes due on 30 June 2051
issued by UKPN Services under the respective UKPN Services Note Purchase
Agreement and registered to each of: (a) Express Train, in the amount of
GBP34,000,000, the sale of which shall be procured by CKI Sub; (b) PAH Sub, in
the amount of GBP34,000,000; and (c) Apex Harmony, in the amount of
GBP17,000,000, the sale of which shall be procured by CKA Sub, as at the date
of the Share Purchase Agreement,
in each case, along with the related UKPN Note Purchase Agreements and the
related UKPN Services Note Purchase Agreements, the UKPN Facility Agreements,
and the UKPN Services Facility Agreements, and references to each Seller's
Shareholder Debt Instruments shall be construed accordingly
"Shareholder Debt Instrument Holder(s)" Express Train, PAH Sub and Apex Harmony
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"substantial shareholder" has the meaning ascribed to such term in the Listing Rules
"Target" UK Power Networks Holdings Limited, a company incorporated under the laws of
England and Wales
"Target Group" the Target and its subsidiaries
"UKPN Facility Agreements" the GBP500,000,000 facility agreements dated 29 October 2024 between the
Target and each of Express Train, PAH Sub and Apex Harmony
"UKPN Insurance" UK Power Networks Insurance Limited, a wholly-owned subsidiary of the Target
which is incorporated under the laws of the Island of Guernsey
"UKPN Note Purchase Agreements" the note purchase agreements dated 29 October 2024 in relation to the issuance
of GBP689,180,000 8.125% loan notes between the Target and each of Express
Train, PAH Sub and Apex Harmony (as amended and/or restated from time to time)
"UKPN Services" UK Power Networks Services Holdings Limited, a wholly-owned subsidiary of the
Target which is incorporated under the laws of England and Wales
"UKPN Services Facility Agreements" the GBP500,000,000 facility agreements dated 29 October 2024 between UKPN
Services and each of Express Train, PAH Sub and Apex Harmony
"UKPN Services Note Purchase Agreements" the note purchase agreements dated 29 October 2024 in relation to the issuance
of GBP85,000,000 8.125% loan notes between UKPN Services and each of Express
Train, PAH Sub and Apex Harmony (as amended and/or restated from time to time)
"United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"%" per cent
Note: The figures in GBP are converted into HK$ at the rate of GBP1.00 :
HK$10.50 throughout this announcement for indicative purposes only, and should
not be construed as a representation that any amount has been, could have been
or may be, exchanged at this or any other rate.
By Order of the CKHH Board By Order of the CKI Board
CK Hutchison Holdings Limited CK Infrastructure Holdings Limited
Edith Shih Eirene Yeung
Executive Director & Company Secretary Company Secretary
26 February 2026
As at the date of this announcement, the CKHH Directors are Mr. LI Tzar Kuoi,
Victor (Chairman), Mr. FOK Kin Ning, Canning (Deputy Chairman), Mr. Frank John
SIXT (Group Co-Managing Director and Group Finance Director), Mr. LAI Kai
Ming, Dominic (Group Co-Managing Director), Mr. IP Tak Chuen, Edmond (Deputy
Managing Director), Mr. KAM Hing Lam (Deputy Managing Director), Ms. Edith
SHIH and Mr. Andrew John HUNTER as Executive Directors; Mr. CHOW Kun Chee,
Roland, Mrs. CHOW WOO Mo Fong, Susan and Mr. LEE Yeh Kwong, Charles as
Non-executive Directors; and Ms. CHOW Ching Yee, Cynthia, Mr. Graeme Allan
JACK, Mr. Philip Lawrence KADOORIE, Mrs. LEUNG LAU Yau Fun, Sophie, Mr. Paul
Joseph TIGHE, Ms. TSIM Sin Ling, Ruth and Mr. WONG Kwai Lam as Independent
Non-executive Directors.
As at the date of this announcement, the Executive Directors of CKI are Mr. LI
Tzar Kuoi, Victor (Chairman), Mr. KAM Hing Lam (Deputy Chairman and
Co-Managing Director), Mr. IP Tak Chuen, Edmond (Deputy Chairman), Mr. FOK Kin
Ning, Canning (Deputy Chairman), Mr. Frank John SIXT, Mr. Andrew John HUNTER
(Co-Managing Director), Mr. CHAN Loi Shun (Chief Financial Officer and General
Manager) 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. LAN Hong Tsung, David (Independent
Non-executive Director), Mr. Paul Joseph TIGHE (Independent Non-executive
Director), Ms. KOH Poh Wah (Independent Non-executive Director), Mrs. LEE Pui
Ling, Angelina and Mr. George Colin MAGNUS; and the Alternate Directors are
Mr. MAN Ka Keung, Simon (Alternate Director to Mr. IP Tak Chuen, Edmond) and
Ms. Eirene YEUNG (Alternate Director to Mr. KAM Hing Lam).
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on CK Infrastructure Holdings
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