Celestia BidCo Limited (the “Offeror”) and ANE (Cayman) Inc. (“ANE” or the “Company”; Stock Code: 9956) jointly announced the effectiveness of a Scheme of Arrangement under Section 86 of the Companies Act on 5 February 2026 (Cayman Islands time) to delist ANE from the Hong Kong Stock Exchange. The Scheme was sanctioned by the Grand Court on 30 January 2026, and all stipulated conditions were fulfilled.
On the same date the Scheme became effective, the Option Offer and RSU Offer also became unconditional. Valid acceptances of all eligible Share Options and RSUs reached 100% for both offers.
Regarding the form of Cancellation Consideration, shareholders could elect the Cash Alternative or the Share Alternative (subject to a Share Alternative Cap of 58,806,553 Scheme Shares). Elections surpassed this cap, resulting in a pro rata downward adjustment. In total, 58,806,550 Scheme Shares were cancelled in exchange for the Share Alternative, while the remaining Scheme Shares were cancelled for the Cash Alternative.
The effective withdrawal of ANE’s listing is expected at 4:00 p.m. on 9 February 2026. Cheques and share certificates for the Cancellation Consideration, as well as payments for acceptances under the Option Offer and the RSU Offer, will be delivered by 16 February 2026. Shareholders who made valid elections for the Share Alternative will receive physical certificates for TopCo Class A Shares, subject to rounding arrangements. Payments for unvested Share Options and RSUs will follow their existing vesting schedules, subject to continued employment or qualifying departure from the Group.