Settlement and Trading of Shares on HKEX and LSE

 

The shares ("Shares") of CK Infrastructure Holdings Limited (the "Company" or "CKI") are listed on the Main Board of The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") and are admitted to listing in the Equity Shares (International Commercial Companies Secondary Listing) category of the official list of the Financial Conduct Authority in the United Kingdom and to trading on the main market for listed securities of the London Stock Exchange plc ("London Stock Exchange") ("Admission").

This page sets out the details on how to move Shares for trading and settlement on the Hong Kong Stock Exchange or London Stock Exchange.

You should contact your broker and/or professional adviser if you have any questions about the information on this page or wish to trade or move any Shares. You may also contact the share registrars whose details are listed at the bottom of this page for enquiries.

1. CREST and DIs for Settlement on London Stock Exchange

Shares are in registered form and exist only in certificated form. It is not necessary to be a member of CREST to hold Shares in certificated form.

The Company has established a depositary interest arrangement to enable investors to settle trades in the Shares on the London Stock Exchange through the CREST system.

CREST is a paperless settlement system used in the UK enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument. As the Shares are securities issued by CKI, a non-UK company, they cannot be directly held in uncertificated form or transferred electronically in the CREST system.

To enable investors to hold and transfer such securities, and settle the trades in the Shares placed on the London Stock Exchange through the CREST system, a depositary or custodian can hold the relevant securities and issue de-materialised depositary interests ("Depositary Interests" or "DIs") representing the underlying securities which are held on trust for the holders of the Depositary Interests, a process which CKI has organised through the Depositary (as set out in section 5 below).

2. Transfer of Shares from the Hong Kong Share Register to the Principal Share Register

Shares are currently capable of being registered on the Principal Share Register and 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.

Shares registered in the name of the shareholder

Shareholders whose Shares are registered in their name on the Hong Kong Branch Share Register and who wish to trade Shares on the London Stock Exchange must first reposition their Shares from the Hong Kong Branch Share Register to the Principal Share Register.

Any shareholder whose Shares are registered on the Hong Kong Branch Share Register, in certificated form, can at any time obtain, from the Hong Kong registrar, a paper repositioning request form (a "Repositioning Form") from the Hong Kong registrar to remove Shares to the Principal Share Register. On the return of such Repositioning Form, duly completed, together with the corresponding share certificates and payment for the relevant charges, the Hong Kong registrar will arrange for the repositioning of such Shares.

A request to reposition Shares between registers is typically processed in three to five business days.

Shares held through CCASS

Shares held in the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited ("CCASS") must either:

1. be withdrawn from CCASS in accordance with the rules of CCASS and registered in the shareholder's name on the Hong Kong Branch Share Register in order to be removed, through the completion of a Repositioning Form to the Principal Share Register; or
2. be delivered to the CCASS account of the Hong Kong registrar and complete an online repositioning instruction through the registrars proprietary online portal, "xSettle".

Accordingly, shareholders following process (i) above, in addition to submitting a removal request, should instruct a broker to withdraw the Shares from the shareholder's CCASS account.

A stock withdrawal instruction is typically processed in one business day, subject to the time of receipt of such instruction and the relevant broker.

3. Transfer of Shares from the Principal Share Register to Hong Kong 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.

Shares registered in the name of the shareholder

Any shareholder whose Shares are registered on the Principal Share Register and who wish to trade Shares on the Hong Kong Stock Exchange must first remove the Shares from the Principal Share Register to the Hong Kong Branch Share Register.

Any shareholder whose Shares are registered on the Principal Share Register, in certificated form, may at any time obtain a Repositioning Form from the Principal Share Registrar. A repositioning request instruction when completed should be returned together with the corresponding share certificates and payment for the relevant charges to the Principal Share Registrar, who will arrange for the repositioning of such Shares from the Principal Share Register to the Hong Kong Branch Share Register.

A request to reposition Shares between registers is typically processed in three to five business days.

Depositary Interests held in CREST

Holders of Depositary Interests held in CREST must either:

1. withdraw their securities from CREST and complete a Repositioning Form; or
2. complete an online repositioning instruction through the registrars' proprietary online portal, "xSettle", in order for Shares to be repositioned to the Hong Kong Branch Share Register.

In both cases, in addition to submitting a repositioning request (in paper form or via xSettle), any shareholder holding Depositary Interests in CREST should arrange for a stock withdrawal instruction to be sent through the CREST system specifying the number of Depositary Interests to be withdrawn from CREST and the name and address for registration of such Shares prior to repositioning to the Hong Kong Branch Share Register.
A stock withdrawal instruction is typically processed within the same day, subject to the time of receipt of such instruction.

4. Withdrawal from and Deposit into CREST

Procedure for re-materialising to Shares from Depositary Interests

As set out above, if holders of Depositary Interests wish to move their Shares to the Hong Kong Branch Share Register, they would first have to re-materialise their Shares. In order to do this, holders of Depositary Interests may request that the Depositary cancel the Depositary Interests held by them and transfer the underlying Shares represented by the Depositary Interests by giving the relevant stock withdrawal instruction through the CREST system. The relevant number of Shares are then transferred from the Depositary (or its nominated custodian) to the person specified in the stock withdrawal transaction.

The process of re-materialising shares is initiated and carried out by CREST participants at the request of the relevant beneficial shareholder and is not controlled by the Company. The Company understands that once the CREST participant has input a valid message for stock withdrawal into the CREST system, it will normally be re-materialised within one business day.

Procedure for de-materialising from Shares into Depositary Interests

If holders of Shares in certificated form registered on the Principal Share Register who are CREST members wish to hold Depositary Interests instead of holding physical share certificates, they can do so by submitting a stock deposit pursuant to CREST procedures. Holders of certificated Shares who are not CREST members, but would like to de-materialise their Shares, may do so by submitting a CREST transfer form in favour of their appointed CREST broker or nominee.

5. DI Depositary and Depositary Interests

The Company has engaged (i) Computershare Investor Services PLC (the "Depositary") to provide the required services to allow for CREST members to hold and transfer interests in and settle trades of Shares placed on the London Stock Exchange within CREST, pursuant to a depositary interest arrangement, and (ii) Computershare Investor Services (Bermuda) Limited to maintain the Principal Share Register on which the Depositary will (directly or through its nominated custodian) hold the underlying Shares represented by Depositary Interests in certificated form.

The Shares are not themselves admitted to CREST. Instead, the Depositary issues Depositary Interests. The Depositary Interests are independent securities constituted under English law which may be held and transferred through the CREST system. Depositary Interests are created and issued pursuant to a deed poll entered into by the Depositary, which governs the relationship between the Depositary and the holders of the Depositary Interests. Shares represented by Depositary Interests are issued or transferred to the Depositary (or any custodian appointed by the Depositary) and are held on bare trust for the holders of the Depositary Interests.

The Depositary Interests are held on a register in the United Kingdom maintained by the Depositary. The Depositary Interests have the same security code as the underlying Shares which they represent and do not require a separate admission to the London Stock Exchange.

Each Depositary Interest is treated as one Share for the purposes of determining, for example, eligibility for any dividends. The Depositary or its nominated custodian shall, to the extent possible, pass on to the holder of Depositary Interests all rights and entitlements which the Depositary or nominated custodian receives in respect of the Shares such as any such rights or entitlements to cash distributions, to information to make choices and elections, and to attend and vote at general meetings.

The Depositary Interests are not themselves admitted to trading on the London Stock Exchange or any other exchange. They simply 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.

The Depositary Interests exist only in uncertificated form and are therefore only available to members of the CREST system or their sponsored members. It is possible to convert holdings of Depositary Interests (in uncertificated form) into holdings of Shares (in certificated form) on either the Principal Share Register, or, so as to be able to transact on the Hong Kong Stock Exchange, the Hong Kong Branch Share Register and vice versa (see "Withdrawal from and Deposit into CREST" above).

Deed Poll

The Depositary has executed a Deed Poll, pursuant to which the Depositary will hold (itself or through the custodian), as bare trustee, the underlying Shares and all and any rights and other securities, property and cash attributable to the underlying Shares pertaining to the Depositary Interests for the benefit of the holders of the relevant Depositary Interests (the "Depositary Interest Holders") as tenants in common.

Pursuant to the Deed Poll, Depositary Interest Holders agree to give any warranties and certifications to the Depositary as the Depositary may reasonably require.

The Depositary and any appointed custodian will pass on to the Depositary Interest Holders and, so far as they are reasonably able, exercise on behalf of the Depositary Interest Holders all rights and entitlements received or to which they are entitled in respect of the underlying Shares which are capable of being passed on or exercised. Rights and entitlements to cash distributions, to information, to make choices and elections and to call for, attend and vote at meetings will, subject to the Deed Poll, be passed on in the form in which they are received, together with amendments and additional documentation necessary to effect the passing-on, or, as the case may be, exercised in accordance with the Deed Poll. If arrangements are made which allow a holder to take up rights in the Company's securities requiring further payment, the holder must put the Depositary in cleared funds before the relevant payment date or other date notified by the Depositary if it wishes the Depositary to exercise those rights on its behalf.

For details of the Deed Poll, including the Depositary and Depositary Interest Holders' respective rights, entitlements, warranties and liabilities (including limitations on the Depositary's liability) under the Deed Poll, please refer to the section headed "Admission, Settlement and Trading" in the Company's prospectus issued on 14 August 2024 in connection with the Admission (a copy of which is available on the "UK Listing" section of this website).

6. Contact Details

Hong Kong Branch Share Registrar contact information:
Computershare Hong Kong Investor Services Limited
Rooms 1712-1716, 17th Floor Hopewell Centre
183 Queen's Road East
Wanchai, Hong Kong
Tel: +852 2862 8555

Principal Share Registrar contact information:
Computershare Investor Services (Bermuda) Limited
5 Reid Street, PO Box HM 1475
Hamilton HM FX, Bermuda
(The Principal Share Register is located at Clarendon House, Church Street, Hamilton HM 11, Bermuda)
Email: [email protected]

CREST Depositary contact information:
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
United Kingdom
Tel: +44 (0)370 702 0000