HONG KONG, Feb. 20, 2026 — This announcement refers to the Issuer’s 5 February 2026 notice (the “Announcement”) regarding its invitation to Noteholders to tender any or all outstanding Notes for cash (the “Offer”), as governed by the terms and conditions in the 5 February 2026 Tender Offer Memorandum (the “Tender Offer Memorandum”). Capitalized terms not defined herein shall carry the meanings assigned to them in either the Tender Offer Memorandum or the Announcement, whichever applies.
On 12 February 2026, GLP Pte. Ltd.—the Issuer’s parent and controlling shareholder—successfully finalized the issuance of additional U.S. dollar-denominated senior notes maturing in 2028. These notes are consolidated with the U.S.$500,000,000 9.75 per cent. Senior Notes due 2028 (issued on 20 May 2025) to form a single series, satisfying the New Financing Condition.
The Offer expired at 5:00 p.m. (New York City time) on 19 February 2026 (the “Expiration Deadline”).
By the Expiration Deadline, a total principal amount of U.S.$456,077,000 in Notes had been validly tendered under the Offer. No Notes were validly submitted via the Guaranteed Delivery Procedures. All validly tendered Notes that were not withdrawn have been accepted for purchase by the Issuer, which will proceed to make payment for them.
The Settlement Date for the Offer is expected to be on or around 24 February 2026. On this date, the Issuer will pay the Purchase Price and Accrued Interest for all validly tendered, non-withdrawn Notes accepted for purchase.
GENERAL
The full terms and conditions of the Offer are outlined in the Tender Offer Memorandum. The Tender Offer Memorandum and all related documents are available on the Transaction Website, subject to eligibility confirmation and registration: .
The Issuer has appointed Morgan Stanley Asia Limited as Dealer Manager for the Offer, and Sodali & Co Limited as the mailto:Tender and Information Agent. Noteholders with questions about the Offer may contact Morgan Stanley Asia Limited (Telephone: +852 2848 5200; Email: ; Attention: Project Alpha 2026 Deal Team).
Noteholders seeking assistance with submitting Tender Instructions or obtaining copies of Tender Offer documents may contact Sodali & Co Limited (Email: ; Telephone: +44 204 513 6933 (London) / +852 2319 4130 (Hong Kong) / +1 203 658 9457 (Stamford)).
Any Noteholder uncertain about the Tender Offer Memorandum’s contents, the appropriate action to take, or the Offer’s impact should consult independent financial, legal, or tax advisors—such as stockbrokers, bank managers, solicitors, or accountants—including regarding tax consequences. The Issuer, Dealer Manager, Tender and Information Agent, and their respective directors, officers, employees, agents, or affiliates do not provide financial, legal, business, tax, or other advice to Noteholders in the Tender Offer Memorandum.
Hong Kong, 20 February 2026
As of the date of this announcement, the Issuer’s directors 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 assume no responsibility for the contents of this announcement, make no representations regarding its accuracy or completeness, and explicitly disclaim all liability for any loss arising from or relying on any part 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 informational purposes only and does not constitute an offer to purchase or an invitation or solicitation to sell any securities.
This announcement and the Tender Offer Memorandum (as defined) do not serve as an invitation to participate in the Offer (as defined) in or from any jurisdiction, or to any person, where such an invitation would be unlawful under applicable securities laws or other regulations. Distribution of this announcement and the Tender Offer Memorandum may be restricted by law in certain jurisdictions. Individuals who receive these documents are required by the Issuer and Dealer Manager (as defined) to familiarize themselves with and comply with any such restrictions. Neither the Dealer Manager nor the Issuer has taken or will take action to enable a public offer in any jurisdiction. For further details, refer to the “Offer and Distribution Restrictions” section in the Tender Offer Memorandum.
SOURCE GLP China Holdings Limited