for shareholders to vote on resolutions related to the proposed issuance of up to HK$1.6 billion convertible notes (the "Notes") to DigiPlus Interactive Corp. (the "Subscriber") (Philippine Stock Exchange stock symbol: PLUS).
DigiPlus Interactive Corp., named as one of the Fortune Southeast Asia 500, together with its subsidiaries, is an innovative digital entertainment group in the Philippines and is a leader in the casinos and gaming industry. On 17 November 2025, the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Company conditionally agreed to issue and the Subscriber conditionally agreed to subscribe for the Notes in two tranches with a maturity of five years and an interest rate of 3% per annum.
Upon full conversion of the Notes at the initial Conversion Price, a total of 1,600,000,000 Shares will be issued by the Company, representing approximately 53.89% of the issued share capital of the Company as enlarged by the issue and allotment of the Conversion Shares. As such, the Subscriber will be obliged to make a mandatory general offer pursuant to Rule 26.1 of the Takeovers Code, unless the Whitewash Waiver is granted and approved.
The initial Conversion Price of HK$1.00 per Conversion Share represents a discount of approximately 3.85% to the closing price of HK$1.04 per Share as quoted on the Stock Exchange on the Latest Practicable Date (6 February 2026).
The board of Directors (the "Board") believes that the Subscription would be beneficial to improving and strengthening the Group's liquidity and financial position on a longer-term basis. In the event that the Subscriber converts part or the full amount of the Notes into the Conversion Shares, it will also broaden the shareholder and capital base of the Company. The Group intends to apply part of the net proceeds raised from the issuance of the Notes of approximately HK$489.22 million for the early repayment of the Promissory Notes and interest accrued thereon (the "PN Repayment"), and approximately HK$392.39 million to early repay the Secured Bank Borrowing to achieve immediate interest savings.
The remaining net proceeds will primarily be used for funding the Investment Commitment and attractive investment/business opportunity(ies); and as general working capital of the Group. The Investment Commitment is currently expected to include capital investments for acquisition of land for the expansion of the Group's integrated resort in Manila City in the Philippines (the ''Hotel'') and the construction of additional hotel rooms, for provision of other amenities of the integrated resort, and for ongoing upgrades, refurbishments and renovations to the facilities and infrastructures of both the Hotel and the Group's existing casino (the "Casino").
The Independent Board Committee, which comprises all the independent non-executive Directors, is of the opinion that (i) the terms of the Subscription Agreement are on normal commercial terms, and the terms of the Subscription, the Whitewash Waiver and the Special Deal (the PN Repayment to the PN Holder) are fair and reasonable so far as the Independent Shareholders are concerned; and (ii) the Subscription, the Whitewash Waiver and the Special Deal are in the interests of the Company and the Shareholders as a whole and as far as the Independent Shareholders are concerned. It, therefore, recommends the Independent Shareholders to vote in favour of the relevant resolution(s) to be proposed at the EGM.
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About International Entertainment Corporation (HKEX: 1009)
International Entertainment Corporation is an investment holding company. The Company and its subsidiaries are principally involved in hotel operations, operating the gaming business under provisional licence and leasing of gaming venues at the hotel complex of the Group in Metro Manila in the Republic of the Philippines to a tenant for authorized gaming operation and live poker events in Macau.
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