GCL Technology Holdings Limited (GCL Tech) has signed a subscription agreement to issue US$148.00 million 6.95% guaranteed convertible bonds maturing on 5 May 2027. UBS AG Hong Kong Branch acts as sole global coordinator, lead manager and bookrunner.
Key terms • Issue price: 100% of principal, denomination of US$200,000 (minimum US$200,000, multiples of US$100,000 thereafter). • Interest: 6.95% per annum, payable quarterly from 7 August 2026. • Conversion: Bondholders may convert into shares any time from issue date to ten trading days before maturity. Initial conversion price is HK$1.21 per share, a 27.37% premium to the 29 April 2026 closing price of HK$0.95 and a 23.72% premium to the five-day average of HK$0.978. • Shares issuable: Full conversion would deliver 958.56 million new shares, equal to 2.80% of enlarged share capital. • Listing: An application will be made to list the bonds on the Vienna MTF; conversion shares will be listed on Hong Kong’s Main Board. • Ranking: Bonds are direct, unsubordinated and unsecured obligations of the issuer and guaranteed by the company. • Redemption: The issuer may redeem all bonds early if 90% or more have been converted, purchased or redeemed; investors have a put option upon delisting, prolonged suspension or change of control.
Proceeds and mandate Gross proceeds total US$148.00 million; net proceeds are estimated at US$145.00 million (approximately HK$1.14 billion) after expenses. Funds will be used for general corporate purposes and debt repayment. The conversion shares will be issued under the existing general mandate, which still allows issuance of up to 960.51 million shares; therefore, no further shareholder approval is required.
Shareholding impact Should the bonds be fully converted, total issued shares would rise from 33.22 billion to 34.18 billion. Asia Pacific Energy Fund Limited’s stake would dilute from 15.89% to 15.45%, while new bondholders would hold 2.80%.
Lock-up and timetable The company is subject to a 90-day lock-up on additional equity or equity-linked issuances, excluding the new bonds and shares from existing option/award schemes. Completion is targeted for 7 May 2026, subject to customary conditions, legal opinions and regulatory filings. The agreement allows the manager to terminate prior to closing upon specified adverse events.
Cautionary note Because completion is conditional, shareholders and potential investors are advised to exercise caution when dealing in GCL Tech securities.
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