FIRST PACIFIC: Invested by First Pacific Investor Group, acquiring approximately 24.5% equity interest in PT JASAMARGA TRANSJAWA TOL for approximately HKD 5.2511 billion

On June 28, 2024, FIRST PACIFIC (00142) announced that:

(1) MUN and MPTIS (both are indirect subsidiaries of MPIC, a majority-owned company of MPIC in the Philippines) and WIPL (as the buyer) have entered into a conditional share purchase agreement with JM (as the seller). Under this agreement, the investor group has agreed to purchase, and JM has agreed to sell, a total of 6.2 billion target shares (representing approximately 28.5% of the enlarged target share capital) for a total consideration of 128.25 trillion Indonesian Rupiah (equivalent to approximately 60.997 billion Hong Kong dollars) (adjustable);

(2) MPTIS (as the buyer) has entered into a conditional share purchase agreement with KKJM (as the seller). Under this agreement, MPTIS has agreed to purchase, and KKJM has agreed to sell, a total of 205 million target shares (representing approximately 0.9% of the enlarged target share capital) for a total consideration of 42.5 trillion Indonesian Rupiah (equivalent to approximately 2.021 billion Hong Kong dollars) (adjustable); and

(3) MPTIS (as the subscriber) has entered into a share subscription agreement with the target company. Under this agreement, MPTIS has agreed to subscribe, and the target company has agreed to issue and distribute, a total of approximately 1.209 billion target shares (representing approximately 5.6% of the enlarged target share capital) for a total consideration of 250 trillion Indonesian Rupiah (equivalent to approximately 11.89 billion Hong Kong dollars).

Upon completion, FIRST PACIFIC Investor Group will acquire 5.337 billion target shares (representing approximately 24.5% of the enlarged target share capital, with MUN and MPTIS holding approximately 4.2% and 20.3% respectively) for a total consideration of 110.4075 trillion Indonesian Rupiah (equivalent to approximately 52.511 billion Hong Kong dollars) (adjustable), while WIPL will acquire 2.277 billion target shares (representing approximately 10.5% of the enlarged target share capital) for a total consideration of 47.0925 trillion Indonesian Rupiah (equivalent to approximately 22.398 billion Hong Kong dollars) (adjustable).

The total consideration for the purchase by JM and KKJM may be adjusted upwards and/or downwards, including a potential additional profit payment of up to 250 billion Indonesian Rupiah (equivalent to approximately 1.189 billion Hong Kong dollars) that the Investor Group may need to pay to JM under the terms and conditions of the conditional share purchase agreement with JM. The maximum total consideration payable by MUN and MPTIS for the FIRST PACIFIC investment (including a maximum total profit payment of 175 billion Indonesian Rupiah (equivalent to approximately 83.2 million Hong Kong dollars) by MUN and MPTIS together) is 112.1575 trillion Indonesian Rupiah (equivalent to approximately 53.343 billion Hong Kong dollars).

Furthermore, on June 28, 2024, MUN, MPTIS, WIPL, and JM entered into a shareholder agreement regarding the governance and management of the target company, which will have legal effect and binding force on the parties upon completion It is reported that the target company is PT Jasamarga Transjawa Tol, a limited liability company established in accordance with the laws of the Republic of Indonesia in June 2017. It is mainly engaged in the management, security, and operation of approximately 676 kilometers of toll road sections in Java, Indonesia. JM currently holds the concession rights for the toll road sections in Java (operating since 1983). The concession periods for the toll road sections in Java currently range from 35 to 50 years and will expire between 2044 and 2066.

According to the financial statements prepared by the target company in accordance with Indonesian Financial Accounting Standards, as of December 31, 2023, the audited total assets and audited net assets (i.e., equity attributable to the owners of the parent company) were approximately IDR 609.72607 trillion (equivalent to approximately HKD 289.992 billion) and IDR 222.14628 trillion (equivalent to approximately HKD 105.655 billion), respectively.

The announcement stated the reasons and benefits of the First Pacific investment as follows:

(1) Alignment with the group's development strategy and potential synergies

MPTC is mainly engaged in toll road development, operation, and management, MPTIS is an investment holding company for toll road operations in Indonesia, and MUN is mainly engaged in toll road operations in Indonesia. The Board of Directors believes that the First Pacific investment aligns with the group's development strategy, especially its infrastructure division engaged in toll road business, which will help achieve potential synergies. The First Pacific investment will further strengthen the advantages of the group's infrastructure division, enhance development opportunities and market value, and realize the sustainable long-term development of the group as a whole.

(2) Expansion of infrastructure portfolio and increase in cash flow

The group is committed to maintaining and further optimizing its established infrastructure business, seeking strategic opportunities to invest in infrastructure projects, and focusing on existing toll road projects that generate income to optimize returns, with a priority on investing in toll road projects that are operational and collecting tolls. Upon completion, the First Pacific investment will enable the group to share profits from the toll road sections in Java and receive cash dividends from the target company. The First Pacific investment provides the group with strategic growth opportunities to expand its toll road investment portfolio in Indonesia. As of the date of this announcement, the group's portfolio includes 17 toll roads, totaling approximately 454 kilometers, with 6 located in Indonesia, totaling approximately 77 kilometers. Through the First Pacific investment, the group will be able to increase its regional market share, future profitability, and cash flow in the toll road industry.

(3) Strategic importance of toll roads in Java

Toll roads in Java play a crucial role in strengthening the connection between Jakarta, Surabaya, and the surrounding areas in Indonesia, making it one of the country's most important toll road networks. They serve as the land transportation backbone of Java Island, facilitating the distribution of goods and the movement of people within the region, bringing significant positive impacts to economic activities by encouraging trade, tourism, and investment through infrastructure development. Given the strategic importance of toll roads in Java, the Board of Directors is optimistic about the prospects of toll roads in Java, expecting a continuous increase in traffic volume. Therefore, participating in the First Pacific investment will be beneficial to the group