On 22 June 2026, Smoore International Holdings Limited (Smoore) subscribed to Ensemble USD Callable Fixed-to-Floating Secured Notes with an aggregate principal of US$110.00 million (approximately HK$858.00 million). The notes are issued by Ensemble Investment Corporation SA and fully guaranteed by Citigroup Global Markets Limited via a deed of guarantee ranking pari passu with the guarantor’s other unsecured obligations.
The notes will be issued on 24 June 2026 and mature on 17 September 2027. Coupon terms are 4.31 % per annum from the issue date to 17 September 2026, reverting to compounded daily USD SOFR plus 0.485 % thereafter. Both the issuer and Smoore may exercise an early-redemption option on 17 September 2026 (notice due 10 September 2026); full exercise would return US$111.09 million to Smoore.
Collateral consists of (1) a swap agreement and (2) a securities-lending arrangement between Ensemble and Citigroup Global Markets Limited. Under the securities loan, eligible equity-type securities are pledged against cash collateral equal to 100 % of the notes’ notional value, adjusted daily.
Proceeds were drawn from Smoore’s existing cash reserves and free cash flow, consistent with the group’s treasury policy of investing surplus funds in low-risk instruments to secure stable returns without affecting operating liquidity.
Including five earlier note purchases completed between August 2024 and May 2026, Smoore’s outstanding investments with the same issuer and guarantor now total US$390.00 million. Aggregation of these transactions pushes the highest applicable Listing Rules percentage ratio above 5 % but below 25 %. Accordingly, the series is classified as a discloseable transaction, requiring announcement but not shareholder approval under Chapter 14 of the Hong Kong Listing Rules.
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