REG - CK Infrastructure - Publication of a Prospectus

ComputershareAnnouncement

14/08/2024 17:00

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RNS Number : 4846A  CK Infrastructure Holdings Limited  14 August 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for any securities of
the Company and its subsidiaries in Hong Kong or elsewhere. This announcement
must not be regarded as an inducement to subscribe for or purchase any
securities of the Company, and no such inducement is intended.

Not for release, publication or distribution, in whole or in part, directly or
indirectly, in, into or from any jurisdiction where to do so would constitute
a violation of the relevant laws or regulations of such jurisdiction.

Neither this announcement, nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any shares
referred to in this announcement except solely on the basis of the information
contained in the prospectus referred to herein, including the risk factors set
out therein, published today.

The communication of this announcement is not being made, and has not been
approved, by an authorised person for the purposes of section 21 of the UK
Financial Services and Markets Act 2000.

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority in the United Kingdom and
is not a prospectus nor an offer of securities for sale in any jurisdiction.

14 August 2024

APPLICATION FOR SECONDARY LISTING ON THE LONDON STOCK EXCHANGE AND

PUBLICATION OF PROSPECTUS

 

CK Infrastructure Holdings Limited (the "Company" or "CKI", together with its
subsidiaries, the "Group") hereby announces that it has applied to the
Financial Conduct Authority in the United Kingdom ("UK") (the "FCA") for the
admission of the entire issued share capital in the Company (the "Shares") to
listing in the Equity Shares (International Commercial Companies Secondary
Listing) category of the official list (the "Official List") of the FCA and to
the London Stock Exchange plc ("London Stock Exchange") in the UK for
admission of the Shares to trading on the main market for listed securities
("Main Market") of the London Stock Exchange (together, "Admission").

The Company is listed on the Main Board of The Stock Exchange of Hong Kong
Limited (the "Hong Kong Stock Exchange"). It is expected that Admission will
occur at 8:00 am BST on Monday, 19 August 2024.  Shares will trade on both
the Hong Kong Stock Exchange under the stock code "1038" and London Stock
Exchange under the ticker symbol "CKI".

The Company believes that a listing in London, in addition to the Company's
listing on the Hong Kong Stock Exchange, will benefit its geographically
diverse shareholder base and will assist in building the Company's profile and
provide a greater market for trading in the Shares.  In terms of geographical
presence, the UK is the Group's largest market, accounting for 35.7%, 35.2%
(or 31.3% excluding the one-off gain from the Group's sale of part of the
stake in Northumbrian Water Group Limited in 2022) and 29.1% of its profit
attributable to shareholders of the Company (before unallocated items) in
2023, 2022 and 2021, respectively.

The Company's prospectus, which was prepared solely in connection with the
Admission in the UK (the "Prospectus"), has today been approved by the FCA and
published by the Company.  The Prospectus contains certain business and
financial information and risk factors relating to the Group.

The Prospectus will shortly be available on the Company's website at
https://www.cki.com.hk/english/investor/uk_sec_listing/index.htm
(https://www.cki.com.hk/english/investor/uk_sec_listing/index.htm) .  A copy
of the Prospectus has been submitted to the National Storage Mechanism in the
UK and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

The Prospectus does not constitute an offer or invitation to any person to
subscribe for or purchase any Shares in any jurisdiction.  The Company is not
offering any Shares for cash and therefore will not receive any proceeds as a
result of Admission.

ABOUT CKI

CKI is one of the world's largest global infrastructure companies.  The
Company aims to make the world a better place through a variety of
infrastructure investments and developments in different parts of the world.
The Group has diversified investments in energy infrastructure, transportation
infrastructure, water infrastructure, waste management, waste-to-energy,
household infrastructure and other infrastructure-related businesses.  The
Group's businesses primarily span the UK, Australia, New Zealand, Continental
Europe, Canada, Hong Kong, and Mainland China. As of 12 August 2024, CKI's
market capitalisation was HK$139.7 billion.

LISTING AGENT AND CORPORATE BROKER

HSBC Bank plc ("HSBC") is acting as Listing Agent to the Company on the
proposed Admission and has been appointed to act as Corporate Broker
thereafter.

SETTLEMENT AND TRADING

In order to support the public trading of the Shares on the London Stock
Exchange from the date of Admission, the Company intends to enter into
customary arrangements with market makers on the London Stock Exchange to
facilitate liquidity.  In addition, and based on engagement the Company has
had with its controlling shareholder, CK Hutchison Holdings Limited, with
regards to ongoing liquidity, there is a possibility that the Company's
controlling shareholder could make available some Shares to facilitate initial
trading in Shares on the London Stock Exchange following Admission in order to
accommodate market demand.

The Shares are in registered form and exist only in certificated form.
Shares are currently registered on the principal share register in Bermuda and
the Hong Kong branch share register.

For the purposes of trading on the Hong Kong Stock Exchange, the Shares must
be registered (or capable of being registered) in the Hong Kong branch share
register.  For the purposes of settling trades on the London Stock Exchange,
the Shares must be registered (or capable of being registered) in the
principal share register.

Trades in securities are settled on the London Stock Exchange through the
CREST system. CREST is a paperless settlement procedure enabling securities to
be evidenced otherwise than by a certificate and transferred otherwise than by
a written instrument.

As the Company is a non-UK company, the Shares cannot be directly held in
uncertificated form or transferred electronically in the CREST system.  To
enable shareholders and investors to hold and transfer interests in such
Shares, and settle the trades in the Shares placed on the London Stock
Exchange through the CREST system, the Company has engaged Computershare
Investor Services PLC to hold the relevant Shares and issue de-materialised
depositary interests ("Depositary Interests") representing the underlying
Shares which are held on trust for the holders of the Depositary Interests.

The Depositary Interests are not themselves admitted to trading on the London
Stock Exchange but represent a mechanism by which trades in the Shares placed
on the London Stock Exchange can be settled in CREST. Once settled, the
holders can either continue to hold their interests in Shares in the form of
Depositary Interests (in CREST) or withdraw their interests from CREST (at
which point the underlying Shares will be transferred in certificated form to
them on the principal share register).

For details on transferring Shares between the Hong Kong branch share register
and the principal share register, de-materialising Shares to and
re-materialising Shares from Depositary Interests for deposit from and
withdrawal into CREST and the Depositary Interest arrangements, please refer
to the Company's website at
https://www.cki.com.hk/english/investor/settle_trade_hkex_lse/index.htm
(https://www.cki.com.hk/english/investor/settle_trade_hkex_lse/index.htm) .

ADMISSION STATISTICS

 Number of Shares in issue on Admission              2,519,610,945
 ISIN number of the Shares and Depositary Interests  BMG2178K1009

 SEDOL                                               BRXDBN4

 Legal entity identifier (LEI) number                5299005U11RQ1C27MR12

 Ticker symbol on London Stock Exchange              CKI

 

The Shares are quoted and traded in Hong Kong dollars on the Hong Kong Stock
Exchange and, following Admission, will be quoted and traded in Pound Sterling
(GBP) on the London Stock Exchange.

CHANGE OF PRINCIPAL SHARE REGISTRAR AND LOCATION OF PRINCIPAL REGISTER OF
MEMBERS

With effect from 14 August 2024, (1) the Company's principal share registrar
has been changed to Computershare Investor Services (Bermuda) Limited of 5
Reid Street, PO Box HM 1475, Hamilton HM FX, Bermuda and (2) the location of
the principal register of members of the Company has been changed to Clarendon
House, Church Street, Hamilton HM 11, Bermuda.

Computershare Hong Kong Investor Services Limited of Rooms 1712-1716, 17th
Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong remains the Company's
Hong Kong branch share registrar.

 

For contact details of the Company's principal share registrar and Hong Kong
branch share registrar, please refer to the Company's website at
https://www.cki.com.hk/english/investor/settle_trade_hkex_lse/index.htm
(https://www.cki.com.hk/english/investor/settle_trade_hkex_lse/index.htm) .

 

CONTACT INFORMATION

 

Company

CK Infrastructure Holdings Limited

Andrew John Hunter, Deputy Managing Director

Telephone: +44 (0)20 7350 5602

Email: ajhunter@ckh.com.hk

 

Listing Agent & Corporate Broker

HSBC Bank plc

Richard Fagan

Thomas Raynsford

+44 (0) 20 7991 8888

 

Important legal information

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete, nor does this announcement
constitute or form part of any invitation or inducement to engage in
investment activity. No reliance may be placed by any person for any purpose
on the information contained in this announcement or its accuracy, fairness or
completeness. The contents of this announcement are not to be construed as
legal, financial or tax advice.

 

This announcement is only addressed to and directed at persons who: (A) if in
member states of the European Economic Area (the "EEA"), are persons who are
"qualified investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United
Kingdom, are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are:
(i) persons having professional experience in matters relating to investments
who fall within the definition of "investment professionals" in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); and/or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order; or (C) are other persons to whom it may
otherwise lawfully be communicated (all such persons referred to in (B) and
(C) together being "Relevant Persons"). This announcement must not be acted or
relied on (i) in the United Kingdom, by persons who are not Relevant Persons
and (ii) in any member state of the EEA by persons who are not Qualified
Investors. Any investment activity to which this announcement relates (i) in
the United Kingdom is available only to, and may be engaged in only with,
Relevant Persons; and (ii) in any member state of the EEA is available only
to, and may be engaged only with, Qualified Investors.

This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, South Africa or Japan or in any other jurisdiction where,
or to any person to whom, to do so would constitute a violation of applicable
law or regulation. The securities mentioned herein have not been, and will not
be, registered under the United States Securities Act of 1933.

 

These materials do not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any Shares or any other securities, nor shall it (or any part of it), or the
fact of its distribution, form the basis of, or be relied on in connection
with, any contract therefore.

 

This announcement may include forward-looking statements, which are based on
current expectations and projections about future events. These statements may
include, without limitation, any statements preceded by, followed by or
including words such as "target", "believe", "expect", "aim", "intend", "may",
"anticipate", "estimate", "plan", "project", "will", "can have", "likely",
"should", "would", "could" and any other words and terms of similar meaning or
the negative thereof. These forward-looking statements are subject to risks,
uncertainties and assumptions about the Company and its subsidiaries. In light
of these risks, uncertainties and assumptions, the events in the
forward-looking statements may not occur. Past performance cannot be relied
upon as a guide to future performance and should not be taken as a
representation that trends or activities underlying past performance will
continue in the future. No representation or warranty is made or will be made
that any forward-looking statement will come to pass. The forward-looking
statements in this announcement speak only as at the date of this
announcement.

 

Each of the Company, HSBC and their respective affiliates expressly disclaims
any obligation or undertaking to update, review or revise any forward-looking
statements contained in this announcement and disclaims any obligation to
update its view of any risks or uncertainties described herein or to publicly
announce the results of any revisions to the forward-looking statements made
in this announcement, whether as a result of new information, future
developments or otherwise, except as required by law.

HSBC, which is authorised by the Prudential Regulation Authority (the "PRA")
and regulated in the United Kingdom by the PRA and the FCA, is acting
exclusively for the Company and no one else in connection with the Admission
and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients, for the contents of this document, or for
providing any advice in relation to this document or the Admission.

 

Neither HSBC nor any of its affiliates and/or any of its or its affiliates'
directors, officers, employees, advisers and/or agents or any other person
accepts any responsibility or liability whatsoever for the contents of, or
makes any representation or warranty, express or implied, as to, the truth,
accuracy or completeness of the information in this announcement (or whether
any information has been omitted from the announcement) and/or any other
information relating to the Company and/or its subsidiaries and associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, or for any loss howsoever arising
from any use of the announcement or its contents or otherwise arising in
connection therewith. Accordingly, HSBC and its affiliates, its or its
affiliates' respective directors, officers or employees, and any other person
acting on their behalf expressly disclaims, to the fullest extent possible,
any and all liability whatsoever for any loss howsoever arising from, or in
reliance upon, the whole or any part of the contents of this announcement,
whether in tort, contract or otherwise which they might otherwise have in
respect of this announcement or its contents or otherwise arising in
connection therewith.

 

The information in this announcement is subject to change. Persons viewing
this announcement should ensure that they fully understand and accept the
risks which will be set out in the Prospectus.

 

Persons considering making investments should consult an authorised person
specialising in advising on such investments.

 

For the avoidance of doubt, the contents of the Company's website are not
incorporated by reference into, and do not form part of, this announcement.

 

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