CONTEL (01912) will change ownership with a discount of approximately 34.82% to complete the full acquisition offer. Trading will resume on June 9th.

CONTEL (01912) announced that on May 5, 2026, the company intends to issue approximately 271 million subscription shares to Zhuangyan Investment International Limited (Subscriber), representing approximately 58.81% of the enlarged issued share capital. The price per subscription share is HK$0.365, a discount of approximately 34.82% from the closing market price of HK$0.56 per share on the last trading day. The net proceeds from the subscription amount to approximately HK$98.7 million. On June 8, 2026, the company entered into a placement agreement with the placing agent to place 58.205 million shares at a price of HK$0.365 per share. The net proceeds from the placement amount to approximately HK$21 million. The net proceeds from the subscription and placement amount to approximately HK$119.7 million, which will be used to repay debts and for general working capital. Due to the company facing financial difficulties and in urgent need of substantial capital injection to address claims from creditors and suppliers, the main reason for conducting both the subscription and placement simultaneously is because the Subscriber has firmly committed to fully subscribe for the total subscription amount and provide approximately HK$99 million, to help alleviate the company's financial difficulties and provide more working capital for its business operations, in order to attract other investors to participate in the relatively smaller placement. The board recommends seeking approval from shareholders at a special general meeting to increase the authorized share capital from HK$200 million (divided into 2 billion shares at HK$0.1 per share) to HK$2 billion (divided into 20 billion shares at HK$0.1 per share) by adding an additional 1.8 billion new shares at HK$0.1 per share, which will have the same rights and status as existing shares in all respects. Following the completion of the subscription and placement, the Subscriber, its ultimate beneficial owners, and any concerted action parties will collectively hold equity in approximately 271 million shares, representing around 58.81% of the enlarged issued share capital, assuming no other changes to the issued share capital during the period from this joint announcement to the completion date. Therefore, the Subscriber must make an unconditional mandatory cash offer for all issued shares (excluding shares already held or agreed to be acquired by the Subscriber and its concerted action parties) in accordance with Rule 26.1 of the Takeovers Code. The offer price is HK$0.365 per share, a discount of approximately 34.82% from the closing market price of HK$0.56 per share on the last trading day. The intention of the Subscriber is for the group to continue operating its existing core business after the offer deadline and to maintain the company's listing status on the stock exchange. The company has applied to the stock exchange for resumption of trading in its shares from 9:00 a.m. on June 9, 2026.