LUYE PHARMA GROUP LTD. announced a two-step liability management exercise: a concurrent partial buyback of its outstanding 6.25% US$180 million convertible bonds due 2028 and the issuance of a new 5.25% US$180 million convertible bond maturing 10 June 2031. UBS AG Hong Kong Branch acts as sole global coordinator, bookrunner and dealer manager for both transactions.
Concurrent Repurchase • Targeted notes: US$180 million 6.25% CBs due 2028. • Repurchase price: US$1,031.25 per US$1,000 principal (103.13% of par). • Commitments received: US$89.74 million principal (≈49.86% of the issue). • Residual outstanding post-commitment: US$90.26 million. • Repurchased notes will be cancelled.
New 5.25% CBs Due 2031 • Principal amount: US$180 million, issued at par; listing planned on Vienna Stock Exchange, with conversion shares to be listed in Hong Kong. • Interest: 5.25% p.a., payable semi-annually. • Conversion terms: Initial price HK$2.71 per share, a 24.9% premium to the 3 June 2026 close of HK$2.170. • Potential dilution: Up to 520.50 million new shares—13.03% of current share capital and 11.53% post-conversion. • Put option: Bondholders may require redemption at par on 10 June 2029. • Issuer call: Clean-up call once ≥90% of the bonds have been converted or redeemed; tax call option also available. • Change-of-control / delisting protection: Bondholders entitled to put at par plus accrued interest within 60 days after a relevant event. • Lock-up: 60-day share issuance and sale restrictions undertaken by both the company and its controlling shareholder.
Use of Proceeds Net proceeds of roughly US$177.20 million (net issue price ≈ HK$2.67 per potential conversion share) will be directed toward refinancing existing indebtedness—including funding the above repurchase—and for general corporate purposes.
Share Issuance Authority The 520.50 million potential conversion shares will be allotted under Luye Pharma’s existing general mandate, which allows up to 752.33 million new shares.
Capital Structure Impact (Post Full Conversion) • Total shares outstanding would rise from 3.99 billion to 4.52 billion. • Controlling shareholder’s stake would decline from 31.20% to 27.6%; holdings of new bondholders would represent 11.53%.
Key Dates and Conditions • Dealer Manager and Subscription Agreements signed: 3 June 2026. • Expected bond issue and repurchase settlement: 10 June 2026, subject to customary conditions and regulatory approvals.
Cautionary Note Both the repurchase and new bond issuance remain conditional and may not complete. Shareholders and potential investors are advised to exercise caution when dealing in Luye Pharma securities.
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