Pico Far East Holdings Announces Scrip Dividend Arrangement for Special Dividend FY2025

Key Points

• Special Dividend Approved: Pico Far East Holdings Limited (“Pico” or “the Company”, Stock Code: 752) has announced a Special Dividend of HK4.5 cents per share for the financial year ended October 31, 2025, in addition to a Final Dividend of HK9.0 cents per share.
• Record Date: The dividends are payable to shareholders whose names appear on the register at close of business on Friday, April 10, 2026.
• Scrip Dividend Arrangement: Shareholders have the option to receive the Special Dividend in cash or wholly/partly in new fully paid shares (“Scrip Shares”) instead of cash.
• Issue Price of Scrip Shares: Scrip Shares will be issued at HK\$2.522 per share, calculated as the average closing price for the five trading days up to and including April 10, 2026.
• Maximum Scrip Shares Issuable: If all shareholders elect to receive Scrip Shares, a maximum of 22,620,521 new shares will be issued, representing about 1.75% of the enlarged share capital.
• Important Deadlines: The latest time for shareholders to return Election Forms to opt for Scrip Shares is 4:00 p.m. on Wednesday, May 6, 2026. The dividend and share certificates will be dispatched on Tuesday, May 26, 2026. Trading in Scrip Shares is expected to commence at 9:00 a.m. on Wednesday, May 27, 2026.
• Listing Approval Required: The Scrip Dividend Arrangement is conditional on Stock Exchange approval for listing and dealing in the Scrip Shares. If not approved, the dividend will be paid entirely in cash.
• Odd Lots: Scrip Shares may be allocated in odd lots (less than 2,000 shares), and no special dealing arrangements for odd lots will be provided, which may affect liquidity and pricing for such lots.
• Overseas Shareholders: Shareholders in Japan, Korea, USA, Philippines, UAE, Singapore, PRC (excluding Hong Kong, Macau, and Taiwan), Taiwan, and the UK are eligible to receive Scrip Shares. However, they must ensure compliance with local regulations and restrictions.
• Tax and Disclosure: Shareholders should consult their advisers about tax and potential disclosure obligations under Hong Kong law (SFO Part XV).
• Advantages: Shareholders can increase holdings without incurring brokerage, stamp duty, or related costs. The Company benefits by retaining cash as working capital.

Detailed Analysis

The Board of Pico Far East Holdings Limited has approved a Special Dividend of HK4.5 cents per share for FY2025, in addition to the Final Dividend of HK9.0 cents per share. The combined payout is significant, and shareholders are given flexibility on how to receive their Special Dividend: either in cash, Scrip Shares, or a combination.

Scrip Dividend Mechanics

Scrip Shares are priced at HK\$2.522, based on the average closing price for the five trading days preceding and including the Record Date. The maximum number of Scrip Shares to be issued if all shareholders opt for shares is 22,620,521, which would increase the Company’s share capital by approximately 1.75%. This is a meaningful dilution and may affect share price if most shareholders choose Scrip Shares.

Election Process & Deadlines

• Shareholders who wish to receive Scrip Shares must complete and return the Election Form to the Company’s Hong Kong branch share registrar by 4:00 p.m. on May 6, 2026.
• If the Election Form is not completed, shareholders will receive the Special Dividend in cash.
• Once submitted, Election Forms cannot be withdrawn or altered.
• In case of severe weather, submission deadlines will be adjusted accordingly.

Fractional Shares & Odd Lots

No fractional Scrip Shares will be issued. The calculation will round down to the nearest whole number, and any residual dividend entitlement will be paid in cash. Scrip Shares may be allocated in odd lots, for which the Company will not arrange special dealing mechanisms, possibly leading to discounted trading for odd lots.

Overseas Shareholders & Legal Compliance

Shareholders in several overseas jurisdictions are eligible for the Scrip Dividend. The Company has confirmed, based on legal advice, that no legal restrictions or registration requirements apply in these jurisdictions. However, shareholders must ensure compliance with their local laws and consult professional advisers as necessary.

• Singapore: Scrip Shares are only offered to institutional and accredited investors, or up to 50 persons in 12 months. The circular is not registered as a prospectus with the Monetary Authority of Singapore.
• Philippines: Scrip Shares are offered under exemptions in the Philippine Securities Regulation Code; future sales may require registration unless exempt.

Stock Exchange Listing & Trading

Application for listing and permission to deal in Scrip Shares will be made to the Hong Kong Stock Exchange. If approval is not granted, the Scrip Dividend Arrangement will not proceed and the dividend will be paid wholly in cash. Share certificates and dividend warrants will be dispatched on May 26, 2026, with trading commencing on May 27, 2026. No other stock exchanges are involved.

Potential Price Sensitivity

• The issuance of up to 22.6 million new shares (1.75% dilution) could have a material impact on share value, particularly if many shareholders opt for Scrip Shares instead of cash.
• Odd lots may trade at a discount, affecting liquidity and pricing for small shareholders.
• Retained cash from Scrip Share elections will strengthen the Company’s working capital, potentially supporting future growth or acquisition activity.
• Shareholders with significant holdings may trigger disclosure obligations under Hong Kong SFO Part XV.

Timetable Summary

• Record Date: April 10, 2026
• Election Deadline: May 6, 2026 (4:00 p.m.)
• Dispatch of Dividend Warrants & Share Certificates: May 26, 2026
• Commencement of Trading in Scrip Shares: May 27, 2026 (9:00 a.m.)

Investor Considerations

• The Scrip Dividend Arrangement is a notable corporate action. Shareholders must decide whether to take cash or Scrip Shares, which will affect their exposure to Pico and the dilution of existing share capital.
• Investors should monitor the Company’s announcements regarding the Stock Exchange listing approval and the number of Scrip Shares elected by shareholders, as these factors may influence share price movements.
• Odd lot trading and overseas compliance requirements may impact liquidity and ease of trading for certain shareholders.
• There are disclosure and tax implications for large shareholders; professional advice is recommended.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own research and consult with professional advisers before making any investment decisions. Pico Far East Holdings Limited and its directors accept no liability for any loss arising from reliance on this article.

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