Century City, Paliburg, and Regal Announce Completion of Major Transaction: Disposal of Subsidiaries Owning Regal Oriental Hotel

Key Highlights

• Completion of Major Transaction: Century City International Holdings Limited, Paliburg Holdings Limited, and Regal Hotels International Holdings Limited have jointly announced the completion of the disposal of subsidiaries owning the Regal Oriental Hotel. The transaction was finalized on 30 April 2026, following the fulfillment of all conditions under the Preliminary Sale and Purchase (SP) Agreement.
• Shareholder Approvals: The completion was contingent on, among other things, approval from shareholders of Century City and Regal. Such approvals were obtained, signifying strong support for the transaction.
• Financial Impact: After the disposal, the target companies have ceased to be subsidiaries of Century City, Paliburg, and Regal. Their financial results will no longer be consolidated into the group accounts, which may have a material impact on future reported earnings.

Transaction Details

• Total Settlement: The New Purchaser settled a total of HK\$1,366,200,000 on completion, comprising:
  • Completion Payment: HK\$618,570,000
  • Rich Day Loan Outstanding: HK\$747,630,000
• Breakdown of Consideration:
  • Sale Share Consideration (before true-up): HK\$628,193,912
  • Sale Loan Consideration (amount outstanding at completion): HK\$142,176,088
  • Deposit Deducted: HK\$151,800,000
• Net Proceeds: After deducting transaction expenses (approximately HK\$22,000,000), the net proceeds from the transaction and the repayment of the Rich Day Loan amounted to HK\$1,496,000,000.
• Use of Proceeds: Of the net proceeds, HK\$1,047,200,000 has already been applied to partially repay existing facilities. The remaining funds will support asset enhancement initiatives and general working capital for the Regal REIT Group, which may improve future operational flexibility and growth prospects.

Shareholder-Relevant and Price-Sensitive Information

• Deconsolidation: The financial results of the target subsidiaries will no longer be reflected in the consolidated accounts of Century City, Paliburg, and Regal. This may lead to a reduction in reported revenue and asset base, but also a potential improvement in liquidity and debt position due to the significant cash inflow and loan repayment.
• Potential Price Sensitivity: The completed transaction could be price-sensitive due to the large quantum of the deal, the change in asset profile, and the impact on debt and liquidity. Shareholders should monitor for further announcements regarding the final “True-up Amount,” which will adjust the sale price based on the final determination of the Target Group Fair Value.
• Pending Adjustments: The sale price may be further adjusted. If the Target Group Fair Value determined at completion differs from the pro forma amount, a “True-up Amount” will be added to or deducted from the consideration. Parties will update shareholders on this in due course, so there is still some uncertainty regarding the final proceeds.

Corporate Governance

The boards of all three companies are led by Mr. Lo Yuk Sui (Chairman and CEO), with several executive and independent non-executive directors overseeing the transaction and ensuring compliance with regulatory and shareholder requirements.

Next Steps

• The companies will make further announcements on the final determination of the Target Group Fair Value and any resulting adjustment (“True-up Amount”) to the sale consideration as required.
• Investors are advised to monitor these updates as they could have further impact on the companies’ financial positions and share prices.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should refer to official company filings and announcements, and consult with financial advisors before making investment decisions. The information herein is based on the latest public documents as of 30 April 2026 and may be subject to change.

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