Lufax Holding Ltd (LUFAX) has issued a circular seeking shareholder approval to extend the maturity of US$507.99 million convertible promissory notes held by connected party China Ping An Insurance Overseas (Holdings) Ltd by 12 months to 8 October 2027.
Under an amendment signed on 20 August 2026, Lufax will pay US$29.38 million to Ping An Overseas Holdings as consideration for the extension. The amount reflects the difference between the notes’ outstanding principal and their independently appraised fair value of US$478.61 million as of 30 June 2026, according to a valuation by Avista Valuation Advisory Limited.
Key terms remain unchanged: the 0.7375% coupon continues, conversion is allowed from 30 April 2027 to 3 October 2027, and the adjusted conversion price is US$2.32 per ordinary share. Full conversion would trigger the issue of 218.96 million new shares, equal to 12.63% of current issued capital and 11.22% post-dilution.
If fully converted, Ping An Overseas Holdings’ stake would rise from 22.72% to 31.39%, while public float would decline to 29.43%. Lufax confirms compliance with minimum public-float rules before any conversion.
The amendment also requires Lufax to redeem in full the US$468.92 million notes held by An Ke Technology—another Ping An affiliate—on the original 8 October 2026 maturity date.
The extension, classed as a connected transaction under Hong Kong listing rules, will be voted on at an extraordinary general meeting scheduled for 8 October 2026 in Shanghai. Independent non-executive directors support the proposal, and Red Sun Capital Limited, acting as independent financial adviser, deems the terms fair and reasonable.
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