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.

Langham Hospitality Investments

(As constituted pursuant to a deed of trust on 8 May 2013 under the laws of Hong Kong,

the trustee of which is LHIL Manager Limited)

and

Langham Hospitality Investments Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1270)

ISSUE OF SHARE STAPLED UNITS UNDER SPECIFIC MANDATE

FOR PAYMENT OF HOTEL MANAGEMENT FEES AND LICENCE FEE FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2020 BY WAY OF SSUs

The Boards announce that 6,934,989 new SSUs will be issued by the Trust Group to LHIL Assets on 21 August 2020 for the settlement of the Hotel Management Fees and Licence Fee for the six months period ended 30 June 2020 payable to the Hotel Manager under the Specific Mandate. An application has been made to the Stock Exchange for the listing of, and permission to deal in the SSUs in settlement for the Manager Fees to be issued for the six months period ended 30 June 2020.

The number of SSUs in settlement for the Manager Fees to be issued for the six months period ended 30 June 2020 was calculated with reference to the applicable price of HK$0.9611 per SSU, being the higher of the market price of the SSUs on the trading day immediately before the date of issue (being HK$0.9600 per SSU) and the average closing price of the SSUs for the ten consecutive trading days immediately before the date of issue (being HK$0.9611 per SSU).

The SSUs in settlement for the Manager Fees to be issued for the six months period ended 30 June 2020 represent (i) approximately 0.323% of the issued SSUs as at the date of this announcement; and

  1. approximately 0.322% of the issued SSUs as enlarged by the issue of the SSUs in settlement for the Manager Fees.

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INTRODUCTION

References are made to (i) the announcement of the Trust Group dated 7 August 2020 in connection with the 2020 Interim Results Announcement of the Trust Group whereby it was announced that the total amount of Hotel Management Fees and Licence Fee payable to the Hotel Manager for the six months period ended 30 June 2020 was approximately HK$6.665 million, and (ii) the Rights Issue Announcement. Pursuant to the Hotel Management Agreements and the Trademark Licence Agreements, the fees payable thereunder shall be settled by way of cash, the issue of SSUs, or a combination of both from 1 January 2018 onwards, at the election of the Hotel Manager, subject to the approval of the Independent Holders of SSUs for the issue of the SSUs. The Specific Mandate relating to the issue of SSUs as payment of the Manager Fees under the Hotel Management Agreements and the Trademark Licence Agreements for the three financial years ending 31 December 2020 was approved by Independent Holders of SSUs at the extraordinary general meeting held on 18 April 2018. Unless otherwise informed by the Hotel Manager in accordance with the Hotel Management Agreements and the Trademark Licence Agreements, the Manager Fees for the financial year ending 31 December 2020 shall be paid in the form of SSUs.

ISSUE OF SSUs

The Boards announce that 6,934,989 new SSUs at a price of HK$0.9611 per SSU will be issued by the Trust Group to LHIL Assets on 21 August 2020 for the settlement of the Hotel Management Fees and Licence Fee for the six months period ended 30 June 2020 payable to the Hotel Manager under the Specific Mandate. An application has been made to the Stock Exchange for the listing of, and permission to deal in the SSUs in settlement for the Manager Fees to be issued for the six months period ended 30 June 2020.

LHIL Assets has been nominated by the Hotel Manager to receive the SSUs in settlement for the Manager Fees on its behalf pursuant to the terms of the Hotel Management Agreements and Trademark Licence Agreements. The issue price of HK$0.9611 per SSU, being the higher of the market price of the SSUs on the trading day immediately before the date of issue (being HK$0.9600 per SSU) and the average closing price of the SSUs for the ten consecutive trading days immediately before the date of issue (being HK$0.9611 per SSU), was determined in accordance with the terms of the Hotel Management Agreements and Trademark Licence Agreements. The SSUs to be issued represent (i) approximately 0.323% of the issued SSUs as at the date of this announcement; and (ii) approximately 0.322% of the issued SSUs as enlarged by the issue of the SSUs in settlement for the Manager Fees for the six months period ended 30 June 2020.

The SSUs in settlement for the Manager Fees will rank, upon issue, pari passu in all respects with the SSUs in issue on the date of allotment and issue of the SSUs in settlement for the Manager Fees, except that such SSUs will be issued on an ex-rights basis and are not entitled to any rights SSUs (in their nil-paid or fully paid forms) under the rights issue as more specifically described and defined in the Rights Issue Announcement.

The payment of Manager Fees by way of SSUs for the six months period ended 30 June 2020 is in accordance with the terms of the Hotel Management Agreements and the Trademark Licence Agreements and within the SSUs Issuance Cap in 2020.

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EFFECT ON OWNERSHIP STRUCTURE

As at the date of this announcement, LHIL Assets holds 1,293,313,833 SSUs, representing approximately 60.28% of the issued SSUs. After the issue of SSUs in settlement for the Manager Fees for the six months period ended 30 June 2020, LHIL Assets will be interested in 1,300,248,822 SSUs, representing approximately 60.41% of the issued SSUs as enlarged by the issue of the SSUs in settlement for the Manager Fees for the six months period ended 30 June 2020 and Great Eagle, being the ultimate holding company of LHIL Assets, will be indirectly interested in 1,371,758,822 SSUs, representing approximately 63.73% of the enlarged issued SSUs. Based on information that is publicly available and within the knowledge of the Boards, the Trust Group will be able to maintain a sufficient public float with more than 25% of the issued SSUs being held by the public immediately after the issue of SSUs in settlement for the Manager Fees for the six months period ended 30 June 2020.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms have the following meanings:

"associate(s)"

has the meaning ascribed to it under the Listing Rules

"Boards"

the board of directors of the Trustee-Manager and the

board of directors of the Company

"Company"

Langham Hospitality Investments Limited (朗廷酒店

投 資 有 限 公 司 ), a company incorporated in the

Cayman Islands with limited liability on 29 January

2013

"Interim Results

the announcement of the Trust Group dated 7 August

Announcement"

2020 reporting the consolidated financial results of the

Trust Group for the six months period ended 30 June

2020

"Great Eagle"

Great Eagle Holdings Limited (鷹君集團有限公司), a

company incorporated in Bermuda with limited

liability and the shares of which are listed on the Main

Board of the Stock Exchange (stock code: 0041)

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Holders of SSUs"

persons registered in the SSUs register as holders of

SSUs

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

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"Hotel(s)"

the three hotels comprising The Langham, Hong Kong,

Cordis, Hong Kong and Eaton HK and "Hotel" means

any of them

"Hotel Company(ies)"

the companies which own the Hotels, being Harvest

Star International Limited ( 發 星 國 際 有 限 公 司 ),

Cordis Hong Kong Limited (康得思酒店(香港)有限

公司) and Grow On Development Limited (展安發展

有限公司), and "Hotel Company" means any of them

"Hotel Management

the separate hotel management agreements each dated

Agreements"

10 May 2013 entered into among each Hotel Company,

the Master Lessee, the Hotel Manager, the Trustee-

Manager and the Company in relation to the

management of the Hotels by the Hotel Manager

"Hotel Management Fees"

the aggregate base and incentive fees payable under the

Hotel Management Agreements

"Hotel Manager"

Langham Hotels International Limited (朗廷酒店國際

有限公司), a company incorporated in Hong Kong

with limited liability on 30 August 1984 and an indirect

wholly-owned subsidiary of Great Eagle

"Independent Holders of

Holders of SSUs other than Great Eagle and its

SSUs"

associates

"Langham Brands"

"The Langham", "Cordis" and 'Eaton" brand names

which are owned by the Hotel Manager and licensed to

the Group pursuant to the Trademark Licence

Agreements

"LHIL Assets"

LHIL Assets Holdings Limited, a company

incorporated in the British Virgin Islands with limited

liability on 25 January 2013 and an indirect wholly-

owned subsidiary of Great Eagle

"Licence Fee"

the aggregate licence fees payable under the

Trademark Licence Agreements

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

"Manager Fees"

the Hotel Management Fees and the Licence Fee

"Master Lessee"

GE (LHIL) Lessee Limited, a company incorporated in

Hong Kong with limited liability on 5 February 2013

and an indirect wholly-owned subsidiary of Great

Eagle

"Rights Issue

the announcement of the Trust Group dated 16 July

Announcement"

2020 relating to, inter alia, the proposed rights issue

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"Share Stapled Unit(s)" or

Share stapled unit(s) jointly issued by the Trust and the

"SSU(s)"

Company. A share stapled unit is the combination of

the following securities or interests in securities which,

subject to the provisions in the Trust Deed, can only be

dealt with together and may not be dealt with

individually or one without the others:

(a) a unit in the Trust;

(b) the beneficial interest in a specifically identified

ordinary share of the Company linked to the unit

in the Trust and held by the Trustee-Manager; and

(c) a specifically identified preference share of the

Company stapled to the unit in the Trust

"Specific Mandate"

the specific mandate relating to the issue of Share

Stapled Units as payment of the Manager Fees under

the Hotel Management Agreements and the Trademark

Licence Agreements as approved by Independent

Holders of SSUs on 18 April 2018 for the three

financial years ending 31 December 2020, subject to

the SSU Issuance Cap

"SSU Issuance Cap"

an aggregate cap of 1.5% of the total number of SSUs

in issue as at the last day of the immediately preceding

financial year plus the number of SSUs (if any) issued

at the relevant financial year or period (excluding those

issued pursuant to the Hotel Management Agreements

and the Trademark Licence Agreements), being the

maximum number of SSUs that may be issued as

payment of the Manager Fees in a year

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Trademark Licence

three separate trademark licence agreements each

Agreements"

dated 10 May 2013 entered into among each Hotel

Company, the Hotel Manager, the Master Lessee, the

Trustee-Manager and the Company in relation to the

grant of a licence by the Hotel Manager for the use of

the Langham Brands and other trademarks for the

operation of the Hotels

"Trust"

Langham Hospitality Investments (朗廷酒店投資), as

constituted pursuant to the Trust Deed

"Trust Deed"

the trust deed dated 8 May 2013 constituting the Trust,

entered into between the Trustee-Manager and the

Company as amended, supplemented, substituted or

otherwise modified from time to time

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"Trust Group"

the Trust and the Group

"Trustee-Manager"

LHIL Manager Limited (朗廷酒店管理人有限公司),

a company incorporated in Hong Kong with limited

liability on 25 January 2013 and an indirect wholly-

owned subsidiary of Great Eagle, in its capacity as

trustee-manager of the Trust

By Order of the Boards

LHIL Manager Limited

and

Langham Hospitality Investments Limited

LO Ka Shui

Chairman

Hong Kong, 20 August 2020

As at the date of this announcement, the Non-executive Directors are Dr. LO Ka Shui (Chairman) and Mr. LO Chun Him, Alexander; the Executive Director is Mr. Brett Stephen BUTCHER (Chief Executive Officer); and the Independent Non-executive Directors are Professor CHAN Ka Keung, Ceajer, Professor LIN Syaru, Shirley and Mr. WONG Kwai Lam.

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Langham Hospitality Investments Ltd. published this content on 20 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 August 2020 12:10:07 UTC