CATHAY PAC AIR(00293.HK): Announces Independent Committee Composition for Share Buyback
Cathay Pacific Airways Limited (Stock Code: 293) announced on January 6, 2026, updates on its proposed off-market share buyback, covering amendments to irrevocable undertakings and changes to the Independent Board Committee.
On January 5, 2026 (after trading hours), Air China notified the Company that it had entered into a share placing agreement to sell 108,080,000 shares (the "Disposal"), which is expected to be completed before the extraordinary general meeting. Air China and the Company have entered into a deed of amendment and restatement to amend and restate the irrevocable undertaking executed by Air China for the benefit of the Company to reflect Air China's shareholding after the Disposal (the "Amended Air China Irrevocable Undertaking").
The number of shares covered by the Amended Air China Irrevocable Undertaking will be revised to 1,822,436,334 shares indirectly held by Air China, representing approximately 27.11% of the issued shares as of the announcement date (the "Amended Air China IU Shares"), together with any other shares acquired by Air China after the date of the Amended Air China Irrevocable Undertaking. The number of shares covered by the irrevocable undertaking executed by Swire remains unchanged (i.e., 2,896,753,439 shares directly held by Swire). All other material terms of the original irrevocable undertaking given by Air China remain unchanged.
The Amended Air China Irrevocable Undertaking shall terminate on the earlier of (i) immediately after the conclusion of the EGM, and (ii) such other date as Air China and the Company may agree.
Upon completion of the Disposal and the Share Buyback, assuming no other changes to the Company's issued shares, Swire's shareholding will increase from approximately 43.09% as of the announcement date to approximately 47.65% (exceeding the 2% "creeper" threshold under Rule 26.1 of the Takeovers Code), and Air China's shareholding will increase from approximately 27.11% (post-Disposal) to approximately 29.98% (below the 30% "trigger" threshold under Rule 26.1 of the Takeovers Code).
Following further consultation with the Executive on the Amended Air China Irrevocable Undertaking, the Independent Board Committee will be composed of all Independent Non-Executive Directors, namely Bernard Charnwut Chan, Christina Lee, Malcolm McRae, and Xiaobin Wang, who have no direct or indirect interests in the Share Buyback. Non-executive Directors nominated by Swire or Air China (both being IU Shareholders) will not serve as members of the Independent Board Committee.
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