THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE COMPANY.

17 November 2025

Macau Property Opportunities Fund Limited

("MPO" or the "Company")

Publication of Circular and Notice of Extraordinary General Meeting

Further to the announcement made on 22 October 2025 and the announcement of the Company's FY25 results on 31 October 2025, the Company announces the publication of a circular (the "Circular") in connection with a proposed Placing convening an Extraordinary General Meeting to allow Shareholders to consider and, if thought fit, approve the issue of New Ordinary Shares at a discount to NAV per Ordinary Share in accordance with the UK Listing Rules and on a non-pre-emptive basis in accordance with the Articles and further issuance authorities as described below (the "Proposals").

Full details of the Proposals are included in the Circular. The Chairman's Letter, together with the expected timetable for the Proposals are also included with this announcement.

Terms used but not otherwise defined in this announcement have the meaning given to them in the Circular.

The Circular can be viewed on the Company's website at https://mpofund.com/investors/publications/shareholder-documents/ and will be submitted to the National Storage Mechanism and available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism shortly.

Expected Timetable

1.     All references to times above are to London time.

2.     If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company by an announcement through a Regulatory Information Service.

3.     This date may be extended in accordance with the terms and conditions of the Placing.

4.     All events in the above timetable following the Extraordinary General Meeting that relate to the Placing are conditional, inter alia, upon the approval of the Resolutions. Resolution 1 requires the approval of a simple majority of the votes cast by Shareholders and Resolution 2 requires at least 75 per cent. of the votes cast by Shareholders each in case in person or by proxy at the Extraordinary General Meeting. It should be noted that Irrevocable Undertakings to vote in favour of the Resolutions have been received from Shareholders holding, in aggregate, approximately 20 per cent. of the issued share capital of the Company.

Stock Code

London Stock Exchange: MPO

LEI

213800NOAO11OWIMLR72 

For further information:

Manager

Sniper Capital Limited

Group Communications

Tel: +853 2870 5151

Email: [email protected]

Corporate Broker, Financial Adviser and Sole Bookrunner

Panmure Liberum Limited

Darren Vickers

Tel: +44 20 3100 2222

Company Secretary & Administrator

Ocorian Administration (Guernsey) Limited

Kevin Smith

Tel: +44 14 8174 2742

About Macau Property Opportunities Fund

Listed on the Main Market of the London Stock Exchange, Macau Property Opportunities Fund Limited is a closed-end investment company registered in Guernsey and is the only quoted property fund dedicated to investing in Macau, the world's leading gaming market and the only city in China where gaming is legalised.

Launched in 2006, the Company targets strategic property investment and development opportunities in Macau. Its current portfolio comprises prime residential property assets.

The Company is managed by Sniper Capital Limited, an Asia-based property investment manager with an established track record in fund management and investment advisory.

Letter from the Chairman

Dear Shareholder

Proposed placing of New Ordinary Shares

and

Notice of Extraordinary General Meeting

Introduction

Introduction

Further to the announcement made on 22 October 2025 and the announcement of the Company's FY25 results on 31 October 2025, the Company has confirmed its intention to carry out the Placing in order to meet debt repayment obligations and assist with short-term working capital requirements and to provide a more stable platform for the orderly completion of the Company's asset divestment programme in accordance with its Investment Policy.

The Placing will comprise an issuance of up to 12,367,146 New Ordinary Shares in aggregate (representing up to 19.99 per cent. of the Company's existing issued share capital) at an issue price to be determined through a bookbuilding process.

The background to, and reasons for, the Placing are set out in further detail below. The Placing will be conditional on, inter alia, gross proceeds of at least £1.7 million being raised (unless otherwise agreed between the Company and Panmure Liberum), Admission and the passing of Resolutions 1 and 2 by Shareholders at the Extraordinary General Meeting, which is to be held at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY at 09.00 a.m. on 4 December 2025. If either of Resolutions 1 and 2 is not passed as set out in the Notice of General Meeting, the Placing will not proceed. The Placing is not being underwritten. 

Resolution 1, which authorises the Placing to be carried out at a price which is less than the current NAV per Ordinary Share in accordance with the UK Listing Rules, is being proposed as an ordinary resolution requiring a simple majority of the votes recorded. Resolution 2, which disapplies pre-emption rights in respect of the Placing, is being proposed as a special resolution in accordance with the Articles and requires a majority of not less than 75 per cent. of the votes recorded.

If Shareholders do not approve each of Resolutions 1 and 2, the Company may default on loan repayments with lenders which the Company is intending to pay on closing of the Placing in December 2025 in respect of its facilities for Penha Heights, triggering potential accelerated repayment demands and cross-default provisions across the Group's financing documents. Lenders would then be entitled to enforce sales of Penha Heights units at depressed prices which could among other things risk returns being able to be made to Shareholders. Absent the Placing, the Company may lack sufficient liquidity to meet its immediate obligations without expedited asset sales or alternative funding, neither of which may be practicable. Due to parent guarantees and cross-default provisions across the Group's financing documents, enforced sales of other properties could follow, potentially resulting in partial or total loss of Shareholders' investment. For further details, please refer to paragraph 11 below ("Importance of the Vote") and Part V ("Risk Factors") of the Circular.  

Background to and reasons for the Proposals

As announced on 22 October 2025 and referenced in the 2025 Annual Report, the Company continues to carefully manage its asset divestment programme to maximise Shareholder value, whilst ensuring sufficient cashflow is generated from asset divestment to meet the Company's requirements and obligations to its lending partners and service providers.  The Company's current divestment programme targets the completion of the sale of all remaining assets by December 2026.

Over the sixteen-month period up to 14 November 2025, in accordance with the Investment Policy, the Company successfully divested assets amounting to c.US$43.0 million in aggregate. As a consequence, total indebtedness has substantially reduced by 44 per cent. over such period (from c. US$82.8 million as at 30 June 2024 to c. US$46.5 million as at 14 November 2025). The Company continues to execute, and where possible accelerate, its planned divestment programme in accordance with its Investment Policy.

However, amid tightening credit conditions, lender positions have hardened and the majority of the sale proceeds from disposals have been allocated towards deleveraging, with limited available funds for general working capital purposes and immediate debt servicing obligations. While the Company continues to make progress with its sales programme, the Placing is required in order to support operations and near-term liquidity requirements such that divestment momentum can be maintained in an orderly manner and the Company can execute its plan to achieve the best exit values available while meeting lender repayment schedules. Although dilutive to the NAV per Ordinary Share, the Placing is considered necessary to preserve Shareholder value and mitigate the risk of accelerated and/or depressed asset sales in the context of timing mismatches between cash inflows and scheduled repayment obligations.

The Company continues to work closely with its lending partners and has secured an extension of its loan facilities for The Waterside and The Fountainside to September 2026. In addition, the Company has also extended its Penha Heights loan facilities, with one of the Penha Heights units maturing in January 2026 and the other in June 2029 but with interim payments to be made in December 2025 out of the net proceeds of the Placing (the December 2025 Instalments). The Company has agreed in writing with the lending bank in respect of one of the Penha Heights units that such bank's next scheduled interim repayment will be payable after closing of the Placing in December 2025. While, as at the date of the Circular, no equivalent written approval has yet been obtained from the lending bank in respect of the second Penha Heights unit, the Directors expect such confirmation to be forthcoming but Shareholders should note that this remains subject to approval by the bank.

The Board continues to believe that a carefully managed divestment process is in the best interests of all Shareholders and that unnecessary acceleration of the divestment of the portfolio, or any forced sale of assets, would produce a poor outcome for Shareholders. As such, the Board is pursuing the Placing in order to ensure sufficient net funding is available to satisfy its immediate obligations and meet other working capital needs.

The number of New Ordinary Shares to be issued under the Placing is capped at 19.99 per cent. of the Company's issued share capital as at the date of the Circular and the Placing is being carried out in order to ensure sufficient net funding is available to satisfy upcoming December 2025 Instalments. However, the Board is cognisant of the potential need for further capital in the coming months, in addition to the Placing, in order to continue to mitigate discrepancies between the timing of sales receipts and operational expenses, including scheduled loan repayments. The Directors have accordingly decided to seek authority from Shareholders pursuant to Resolutions 3 and 4 to issue further new Ordinary Shares (including on a non-pre-emptive basis) so as to maintain flexibility to raise further funding through an issuance of additional new Ordinary Shares in the coming months after the Placing is completed, should this be deemed necessary. Such further fundraising may be at a discount to the prevailing NAV per Ordinary Share at the time it is launched as specified in Resolution 3. Such additional authorities, if utilised, would be used for a further fundraising after the UK Public Offers and Admission to Trading Regulations come into force on 19 January 2026 and closed-ended investment funds become permitted to issues shares comprising up to less than 100 per cent. of their issued share capital over a 12 month period without publishing a prospectus. As such any further new Ordinary Shares issued in a subsequent fundraising under the authorities sought in Resolution 3 and Resolution 4 will be limited to up to 80 per cent. of the Enlarged Share Capital unless a prospectus is published by the Company.

If the Directors determine it appropriate to utilise these additional authorities in the period after 19 January 2026, the Company would seek to apply pre-emption principles if practicable, entitling as many Shareholders to participate as is practicable. Whether or not the Company will proceed with an additional equity fundraising will depend in the short term on timing of the likely disposal of Penha Heights and whether additional funds are required to complete a full or partial re-financing of the facilities secured on the Penha Height units (with debt facilities against one of the units maturing in late January 2026). In addition, whether or not the Company chooses to raise additional capital will be determined by whether the Directors consider it to be beneficial for the preservation of existing equity value that may otherwise be compromised by the imposition of an accelerated divestment timetable.

Current trading

As disclosed in the 2025 Annual Report, on a combined basis, from July 2024 to October 2025, a total of 18 assets at The Waterside and The Fountainside were divested generating US$36.2 million (HK$282.6million) of sales proceeds. Total indebtedness significantly reduced by US$22.8 million during the financial year falling from US$82.8 million to US$60.0 million. Since the financial year-end, a further reduction of US$13.5 million has been achieved as of 30 October 2025. The Company's total portfolio value[1] declined 16% over the year to US$101.5 million. Adjusted NAV was US$37.6 million, which translates to US$0.61 (44 pence[2]) per share, a 43.1% decrease year-on-year (YoY). IFRS NAV was US$31.5 million or US$0.51 (37 pence[3]) per share, a 32.2% decrease YoY.

As at 30 June 2025, the total assets on the Company's balance sheet (two of which were carried at cost) were valued at US$96.9 million, while its aggregate liabilities were US$65.5 million. The consolidated cash balance was c.US$1.53 million, of which US$1.41 million was pledged as collateral for credit facilities. Gross borrowings stood at US$60 million, equating to a loan-to-value ratio of 58.3%, an increase of 5.8% over the period. Lower valuations have impacted the Company's Adjusted NAV and also the loan-to-value ratios under its facilities. For further detail, please refer to the 2025 Annual Report.

The Group renegotiated several banking facilities during and after FY25, involving extensions and partial settlements to align divestment plans, operational needs, and sales targets. Recognising the late stage of life of the Company, the pace of progress achieved in respect of the Group's divestment programme and the expected timeframe over which the remaining assets are expected to be realised, the financial statements for 2025 were prepared on a basis other than that of a going concern.

The Waterside

As disclosed in the 2025 Annual Report, the Manager continued to advance the strata sales programme at The Waterside during the course of the financial year. Subsequent to the release of the 2025 Annual Report, an additional unit at The Waterside has been committed for disposal, bringing the total number of disposed units to 42 to date. The successful divestment of nine units during the financial year, followed by six more by 14 November 2025, brings the cumulative total to 42 units, realising a combined HK$850.4 million (US$108.7 million).

Sales of four of the six units have been completed as of 14 November 2025, with completion of the remaining units expected prior to the end of February 2026. The property's 17 remaining available units are primarily located on higher floors.

The current leasing programme has largely been terminated to prioritise sales, with only selective short-term leases now considered. As of 30 June 2025, approximately 37% of The Waterside's remaining apartments were occupied.

The Company is currently targeting the disposal of the remaining 17 The Waterside units and The Fountainside reconfigured apartments to be completed prior to Q3 2026. Such sales proceeds are currently anticipated to fully cover their loan interest and principal repayments.

The Fountainside

Three of the four villas at The Fountainside were divested during financial year 2025 for a total consideration of HK$41.4 million (US$5.3 million), with two transactions completed during the period-and one transaction completed post year-end. The fourth villa was also sold following year end, subject to completion in January 2026.

The sales campaign for the three smaller units has continued to be hampered by certain bureaucratic challenges which the Manager is working towards resolving.

Penha Heights

As noted, the Company continues to actively seek a divestment of this flagship asset. The Manager has engaged a firm of specialist Hong Kong real estate agents to boost the marketing effort across the region, including within mainland China. The Penha Heights sales programme has been on-going with additional support from local agents and media channels have been engaged to boost visibility. While negotiations are ongoing, no binding commitments have yet been secured.

Macau Market Outlook

As discussed in the 2025 Annual Report, although forecasts for Macau's economic recovery in the second half of 2025 have been revised downward, the resilience of the territory's tourism and gaming sectors has kept its economy on track for full-year growth of between 3.6% and 6.8%.

However, with growth heavily concentrated in those sectors, the outlook for the property market remains subdued. The sector continues to face a range of headwinds, including tighter credit conditions and cautious investor sentiment amid ongoing global and regional economic uncertainties.

Macau's luxury residential segment, in which the Company operates, remains challenged, although neighbouring Hong Kong's luxury residential market has recently been highly active with reports of prominent figures acquiring properties at steep discounts from peak levels.

The Company will continue to monitor market conditions closely and manage its portfolio divestment programme with a focus on timely sales, debt reduction and cashflow management. The Manager remains proactive in identifying investor interest and potential opportunities that may arise from the expected easing of interest rates.

A sustained improvement in investor sentiment is crucial for the Company to fully realise its portfolio's potential value but the Manager will continue to pursue all viable sales opportunities as they may arise.

Use of proceeds of the Placing

The gross proceeds of the Placing (which will be no less than £1.7 million unless otherwise agreed between the Company and Panmure Liberum) will be used for the following:

·      HK$15 million (c. £1.5 million as at the Latest Practicable Date) will be used to pay the December 2025 Instalments; and

·      the balance will be used to cover transaction costs and provide further liquidity headroom.

Irrevocable Undertakings of major Shareholders

Sniper Investments Limited, an affiliate of the Manager, and each of the Directors have irrevocably undertaken to vote in favour of the Resolutions in respect of their own beneficial shareholdings, representing, in aggregate, approximately 20 per cent. of the Existing Ordinary Shares.

Extension of life of the Company

As set out in the 2025 Annual Report, after the ordinary resolution was passed at the 2024 Annual General Meeting of the Company to extend the Group's life until the 2025 AGM (expected to be held in December 2025), the Directors assessed the impact of the continuation vote on the Group's operations.

In line with the Articles, the Company will put forward a resolution for its continuation at the 2025 AGM to be held later in December 2025. If any continuation resolution is not passed, the Directors are required to formulate proposals to be put to Shareholders to reorganise, unitise, reconstruct or wind up the Company. The Directors expect to receive continuation support from major Shareholders based upon ongoing communications and, as discussed in the 2025 Annual Report, consider that extending the life of the Company would be most likely to enable an orderly sale of the remainder of the Group's portfolio as opposed to enforced and/or expedited sales.

Details of the Placing

The Company and the Manager have entered into the Placing Agreement with Panmure Liberum, who are acting as bookrunner for the Placing, the Placing will comprise an issuance of up to 12,367,146 New Ordinary Shares at a price to be determined on a bookbuild basis. The number of New Ordinary Shares to be issued at the Issue Price will be agreed between Panmure Liberum and the Company following closing of the bookbuild, and announced shortly thereafter.  The minimum fundraising required under the terms of the Placing is £1.7 million unless otherwise agreed by the Company and Panmure Liberum. Based on the expected minimum fundraising requirement of £1.7 million, and assuming the maximum amount of New Ordinary Shares are issued (being 12,367,146 New Ordinary Shares), Shareholders should note that the Issue Price is not expected to be less than 13.75 pence.

Pursuant to the Placing Agreement, Panmure Liberum has agreed to use its reasonable endeavours as agent of the Company to procure subscribers for the New Ordinary Shares. The Placing Agreement provides, inter alia, for payment by the Company to Panmure Liberum of commissions based on certain percentages of the product of the number of New Ordinary Shares multiplied by the Issue Price. The Company will bear all expenses of and incidental to the Placing.

The Placing Agreement contains certain warranties and indemnities from the Company and the Manager in favour of Panmure Liberum and the obligations of Panmure Liberum under the Placing Agreement in connection with the Placing are conditional, inter alia, upon:

(a) Resolutions 1 and 2 having been passed by the requisite majority of Shareholders at the Extraordinary General Meeting;

(b) the Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

(c) Admission becoming effective not later than 8.00 a.m. on 8 December 2025 or such later time and/or date as the Company and Panmure Liberum may agree, being not later than 8.00 a.m. on 31 December 2025.

Panmure Liberum may terminate the Placing Agreement in certain circumstances, if, inter alia, the Company or the Manager has failed to comply with any of its obligations under the Placing Agreement; if there is a material adverse change in the financial or trading position or prospects of the Company or the Group (including in the case of lender enforcement under facility agreements prior to closing of the Placing and/or Admission); or if there is a change in financial, political, economic or stock market conditions, which in Panmure Liberum's good faith opinion is or would be materially prejudicial to the success of the Placing.

Risk Factors

The Directors have given consideration to the potential risks and uncertainties relating to the Proposals.

For a discussion of certain risk factors which Shareholders should take into account when considering whether to vote in favour of the Resolutions, please refer to Part V of the Circular.

Importance of the Vote

Your attention is drawn again to the fact that the Placing is conditional upon Resolutions 1 and 2 being passed at the General Meeting.

As explained in paragraph 1 of the Chairman's Letter, if Shareholders do not approve Resolutions 1 and 2, the Placing will not proceed.

If Shareholders do not approve each of Resolutions 1 and 2, and the Placing does not proceed, the consequence would be that, in the absence of alternative funding and/or the receipt of substantial and immediate proceeds from the realisation of assets and/or agreement to the contrary (none of which can be guaranteed), the Group would default on the December 2025 Instalments and/or be in breach of certain financial covenants under such facilities. In such circumstances, lenders would, under the terms of the facilities agreements be contractually entitled to demand accelerated repayment of part and/or all outstanding amounts due under such facilities and/or call on parent guarantees given by the Company to relevant borrower entities, which could trigger cross-default provisions across the Group's other facilities.

If the Group cannot pay the December 2025 Instalments, unless the Group was able to realise substantial and immediate proceeds from the sale of its properties, in the absence of agreement to the contrary (which cannot be guaranteed) this could ultimately result in expedited and enforced sales of the two Penha Heights units by the respective lenders (including at depressed prices) and/or the Group being required to satisfy demand for payment of all outstanding monies due in respect of Penha Heights through other means (which the Company does not anticipate being able to satisfy given its current working capital and liquidity position).

Due to prevailing market conditions, there is no certainty that, in the case of lender enforcement, Penha Heights could be sold for an amount equal to or above the outstanding loan amount secured against it which could result in the Group not being able to satisfy the loans secured against Penha Heights nor being able to distribute any returns to Shareholders in respect of that property. Due to the parent company guarantees under the Penha Heights banking facilities and cross-default provisions in the Group's financing documents, there is also a risk that the Group could become obligated to dispose of its other outstanding properties on an expedited and/or depressed basis, and could lead to the need for restructuring, liquidation or insolvency proceedings and Shareholders losing all or part of their investment.

As noted, the Board is cognisant of the potential need for further capital in the coming months, in addition to the Placing, in order to continue to mitigate discrepancies between the timing of sales receipts and operational expenses, including scheduled loan repayments, and the Directors have accordingly decided to seek authority from Shareholders pursuant to Resolutions 3 and 4 to issue further new Ordinary Shares (including on a non-pre-emptive basis) so as to maintain flexibility to raise further funding through an issuance of additional new Ordinary Shares in the coming months after the Placing is completed, should this be deemed necessary. Such further fundraising may be at a discount to the prevailing NAV per Ordinary Share at the time of launch. Whether or not the Company will proceed with a further equity fundraising will depend in the short term on timing of the likely disposal of Penha Heights and whether additional funds are required to complete a full or partial re-financing of the facilities secured on the Penha Height units. In addition, in determining whether to raise new equity capital, the Directors will consider whether this would be beneficial for the preservation of existing equity value that may otherwise be compromised by the imposition of an accelerated divestment timetable

Accordingly, the Directors consider that it is critical that Shareholders vote in favour of the Resolutions, as the Board considers that the Proposals represent the best option for the Company, Shareholders and its stakeholders as a whole in the current circumstances.

Extraordinary General Meeting and Resolutions

The Company will require authority from Shareholders at an Extraordinary General Meeting to issue the New Ordinary Shares at a discount to NAV per Ordinary Share in accordance with the UK Listing Rules and on a non-pre-emptive basis in accordance with the Articles.

Accordingly, the Placing is conditional upon, amongst other things, Shareholder approval to Resolutions 1 and 2 being obtained at the Extraordinary General Meeting. Any further equity fundraising which may be carried out for the reasons stated in paragraph 10 of the Chairman's Letter will be conditional upon, among other things, Shareholder approval to Resolutions 3 and 4 being obtained at the Extraordinary General Meeting, which seek authority from Shareholders for a subsequent fundraising should this be deemed appropriate for the reasons set out in the Circular. Shareholders will find set out at the end of the Circular a Notice of Extraordinary General Meeting of the Company to be held at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY at 09.00 a.m. on 4 December 2025 at which each of the Resolutions will be proposed.

Resolutions 1 and 3 will be proposed as ordinary resolutions requiring a simple majority of the votes recorded to be duly passed. Resolutions 2 and 4 will be proposed as special resolutions requiring 75 per cent. of the votes recorded to be duly passed. Both votes will be carried out by way of a poll.  All Shareholders as at the Record Date are eligible to vote on the Resolutions.

The attention of Shareholders is drawn to the undertakings to vote in favour of the Resolutions contained in the Irrevocable Undertakings given by each of Sniper Investments Limited (an affiliate of the Manager) and the Directors in respect of their own beneficial shareholdings, representing, in aggregate, approximately 20 per cent. of the Existing Ordinary Shares. The attention of Shareholders is also drawn to the voting intentions of the Directors as set out in paragraph 14 of Part IV of the Circular.