Logan Group Company Limited has released the circular for its offshore restructuring, detailing three core transactions that will be put to an extraordinary general meeting on 20 November 2026.
The restructuring centres on issuing mandatory convertible bonds (MCBs) of between US$6.16 billion and US$7.10 billion. The MCBs will be split 75% into 363-day MCB1 and 25% into 363-day MCB2. Both series carry zero interest and must convert within 363 days. Conversion prices are set at HK$7.20 per share for MCB1 and HK$4.00 for MCB2, producing a weighted average effective conversion price of HK$6.00—about 545% above the HK$0.93 closing price on 10 January 2025, the date Logan signed its Creditor Support Agreement.
All creditors—including two connected creditors, Junxi Investments and Prance Thrive—will choose from five restructuring options. MCBs constitute Option 3 and also form a back-stop for Options 2B and 2C if related asset-trust issuance conditions are not met. A shareholding structure stability arrangement redirects part of the MCB entitlement to a controlling-shareholder nominee, ensuring the Kei family and associated entities retain at least 42% of the fully-diluted share capital after full conversion. Redirected MCB conversion shares are locked up until Logan’s share price reaches HK$6.00 or 42 months have elapsed.
In a linked major transaction, Logan proposes to transfer its 50% stake in the completed Hong Kong luxury project “The Corniche” (ALC Project) plus related shareholder loans to a creditor SPV. The assets—185 unsold flats, 224 carparks and 3 motorcycle spaces with a combined valuation of HK$13.38 billion—will back ALC Asset Trust instruments. Completion depends on approvals from the project’s co-owner and senior-facility lenders.
Third, Logan will redeem its US$350 million perpetual capital securities entirely in shares. Securityholders who supported the restructuring will receive 390 million new shares at HK$7.00 each within six months after the restructuring effective date.
If all instruments convert and additional shares for the onshore restructuring and management incentive plan are issued, Logan’s total share count will rise from 5.69 billion to between 21.49 billion and 23.90 billion. Existing public shareholders’ stake would fall from 25.1% to roughly 6.9%–7.7%.
The Cayman and Hong Kong schemes were sanctioned in August 2026 and became effective on 21 August 2026. Shareholders will vote on the MCB issuance, ALC asset transfer and redemption-share mandate at the 20 November EGM.
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