Wanguo Gold Group Limited (Wanguo Gold GP, 03939) has signed a subscription agreement with UBS AG Hong Kong Branch for the issue of HK$5.50 billion 0.75% convertible bonds maturing on 23 August 2027.
Key Terms • Size & Pricing: HK$5.50 billion principal at 100% issue price; 0.75% coupon paid quarterly. • Conversion: Initial price set at HK$15.62 per share, 20.15% above the last close (HK$13.00) and 28.90% above the five-day average (HK$12.118). The bonds can be converted from 25 February 2027 until ten days before maturity. • Potential Dilution: Full conversion would generate up to 352.11 million new shares—equivalent to 8.00% of current issued share capital and 7.40% post-conversion. • Listing: Bonds to be listed on the Vienna MTF; the conversion shares will be listed on the Hong Kong Stock Exchange. • Status & Covenants: Bonds are senior unsecured with a negative-pledge clause; the company is subject to a 90-day lock-up on new equity issues, excluding the bond conversion shares and existing employee schemes. • Redemption Features: Company may redeem early if 90% of bonds are converted/purchased or upon tax events; bondholders have a put option upon a “Relevant Event.”
Financing Capacity The new shares will be issued under the company’s existing general mandate, which allows up to 882.29 million shares. No portion of this mandate has been utilised to date.
Proceeds & Strategic Intent Estimated net proceeds of approximately HK$5.44 billion (net issue price: HK$15.45 per share on full conversion) are earmarked entirely for the strategic acquisition of overseas gold-mining assets, reinforcing Wanguo Gold GP’s expansion strategy.
Timetable & Conditions Settlement is scheduled for 25 August 2026, subject to customary closing conditions including legal opinions, regulatory filings with the CSRC, and listing approvals. Completion is not guaranteed; investors are advised to exercise caution when dealing in the company’s securities.
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