HONG KONG, Feb. 20, 2026 /PRNewswire/ — Reference is made to the announcement of the Issuer dated 5 February 2026 (the “Announcement“)Â in relation to the invitation by the Issuer to Noteholders to tender for cash any and all of the outstanding Notes (the “Offer“) on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 5 February 2026 (the “Tender Offer Memorandum“). Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum and the Announcement, as the case may be.
On 12 February 2026, GLP Pte. Ltd., the parent and controlling shareholder of the Issuer, successfully settled the issuance of additional U.S. dollar-denominated senior notes due 2028 (consolidated and forming a single series with the U.S.$500,000,000 9.75 per cent. Senior Notes due 2028 issued on 20 May 2025) and accordingly the New Financing Condition has been satisfied.
The Offer expired at 5:00 p.m. (New York City time) on 19 February 2026 (the “Expiration Deadline“).
As at the Expiration Deadline, U.S.$456,077,000 in aggregate principal amount of the Notes had been validly tendered pursuant to the Offer. None of the Notes were validly tendered pursuant to the Guaranteed Delivery Procedures. All Notes validly tendered and not validly withdrawn pursuant to the Offer have been accepted for purchase, and will be paid for, by the Issuer.
The Settlement Date in respect of the Offer is expected to be on or around 24 February 2026, when payment of the Purchase Price and Accrued Interest will be made for Notes that had been validly tendered on or before the Expiration Deadline and not validly withdrawn and accepted for purchase by the Issuer.
GENERAL
Full terms and conditions of the Offer are set forth in the Tender Offer Memorandum. The Tender Offer Memorandum and all documents related to the Offer can be found on the Transaction Website, subject to eligibility confirmation and registration: https://projects.sodali.com/glpchina.Â
The Issuer has appointed Morgan Stanley Asia Limited to act as Dealer Manager in relation to the Offer, and the Issuer has appointed Sodali & Co Limited to act as the mailto:glpchina@investor.sodali.comTender and Information Agent in relation to the Offer. Noteholders who have questions in relation to the Offer may contact Morgan Stanley Asia Limited (Telephone: +852 2848 5200; Email: asia_gcm_lm@morganstanley.com; Attention: Project Alpha 2026 Deal Team).
Noteholders who have questions in relation to the delivery of Tender Instructions or wish to obtain copies of the documents relating to the Tender Offer may contact Sodali & Co Limited (Email: glpchina@investor.sodali.com; Telephone: +44 204 513 6933 (London) / +852 2319 4130 (Hong Kong) / +1 203 658 9457 (Stamford)).
If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take or is unsure of the impact of the Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Issuer, the Dealer Manager or the Tender and Information Agent (or any of their respective directors, officers, employees, agents or affiliates) is providing Noteholders with any financial, legal, business, tax or other advice in the Tender Offer Memorandum.
Hong Kong, 20 February 2026
As at the date of this announcement, the directors of the Issuer are Ming Z. Mei, Teresa Zhuge, Higashi Michihiro, Nicholas Johnson, Mark Tan and Fenglei Fang.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is for information purposes only and is not an offer to purchase and does not constitute an invitation or solicitation to sell any securities.
This announcement and the Tender Offer Memorandum (as defined herein) do not constitute an invitation to participate in the Offer (as defined herein) in or from any jurisdiction in or from which, or from any person to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement and the distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Issuer and the Dealer Manager (as defined herein), to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Dealer Manager or by the Issuer. Please refer to ”Offer and Distribution Restrictions” in the Tender Offer Memorandum for further details.
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View original content:SOURCE GLP China Holdings Limited
