Logan Group Company Limited (Logan Group) released full terms of its offshore restructuring, which has already been sanctioned by courts in the Cayman Islands and Hong Kong and became effective on 21 August 2026. Key elements now move to shareholder approval at an Extraordinary General Meeting (EGM) slated for 19 November 2026.
Mandatory Convertible Bonds (MCBs) • Size: US$6.16 billion (Low-end Probable Case) to US$7.10 billion (High-end Probable Case). • Shares issuable: 12.78 billion to 15.01 billion new shares. • Series: MCB1 (75 % of issue, conversion price HK$7.20, no lock-up) and MCB2 (25 %, conversion price HK$4.00, 18- to 24-month lock-up). • Weighted average effective conversion price: HK$6.00, about 5.45 times the HK$1.135 closing price on the announcement date. • Listing: Application to be made to the Singapore Exchange (MCBs) and Hong Kong Stock Exchange (conversion shares).
Shareholding Structure Stability To preserve management continuity, Scheme and Non-Scheme Creditors will redirect a portion of their MCB entitlement to the controlling shareholder’s nominee, ensuring the controlling group retains not less than 42 % of fully diluted equity. Redirected MCB conversion shares cannot be sold until Logan’s share price reaches HK$6.00 or 42 months pass.
Equitisation of Perpetual Securities Logan will redeem its US$350 million perpetual capital securities entirely in shares: 390.00 million shares at HK$7.00 each, a 447 % premium to the HK$1.28 closing price on 21 May 2026 when consents were obtained. Completion must occur within six months after the restructuring’s effective date.
ALC Asset Transfer – Major Transaction Option 2A of the creditor package allows a swap into ALC Asset Trust Instruments worth up to US$301.00 million, backed by 50 % equity in the completed Hong Kong residential project “The Corniche” plus shareholder loans. • Debt released: US$1.02 billion. • Estimated accounting impact: net loss of roughly US$119 million and a US$1.13 billion reduction in total assets. The transfer constitutes a major transaction under Chapter 14 of the Listing Rules and requires shareholder approval.
Management Incentive Plan Post-restructuring, Logan intends to create a share-based incentive pool equal to 7 % of fully diluted share capital—up to 1.67 billion shares under the High-end scenario—subject to separate shareholder approval after implementation.
Capital Structure After Full Implementation (High-end Case) • Total shares outstanding would rise from 5.69 billion to 23.90 billion. • Controlling shareholders: 42 %. • Public float: approximately 51 % (excluding management incentive shares).
Key Timetable • Register of members closes 16-19 November 2026. • EGM vote on MCB mandate, connected-creditor participation, ALC asset transfer, and redemption-share specific mandate: 19 November 2026.
Cautions All transactions remain conditional upon satisfaction of precedent conditions or waivers by the long-stop date of 31 March 2027. Logan warns shareholders and investors that completion is not assured and advises caution in dealing in its securities.
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