GF SEC(01776.HK): Plans to place 219 million H-shares and issue HK$2.15 billion convertible bonds, with net proceeds exceeding HK$6.1 billion
NewTimeSpace News: On January 7, 2026,GF SECCo., Ltd. announced that after the trading session on January 6, 2026, it entered into a placing agreement with the placing agent and a subscription agreement with the managers. According to the placing agreement, the Company agrees to issue 219,000,000 new H-shares at a placing price of HK$18.15 per share. The placed shares account for approximately 12.87% of the existing issued 1,701,796,200 H-shares and approximately 2.88% of the total issued shares as of the date of this announcement. The total proceeds from the placing are expected to be approximately HK$3,975 million. After deducting commissions and estimated expenses, the total net proceeds from the placing are expected to be approximately HK$3,959 million.
Meanwhile, according to the subscription agreement, the managers agree to subscribe for and pay, or procure subscribers to subscribe for and pay, zero-coupon convertible bonds due 2027 with an aggregate principal amount of HK$2,150 million issued by the Company. The initial conversion price of the bonds is HK$19.82 per H-share, representing a premium of approximately 0.05% over the last closing price of HK$19.81 per H-share as reported on the Hong Kong Stock Exchange on January 6, 2026. Upon completion of the bond issue, after deducting the managers' commissions and other estimated expenses payable in respect of the bond issue, the net proceeds from the bond issue will be approximately HK$2,154 million. Assuming full conversion of the bonds at the initial conversion price of HK$19.82 per H-share, the bonds will be convertible into approximately 108,476,287 H-shares, representing approximately 6.37% of the existing issued H-shares as of the date of this announcement and approximately 5.99% of the issued H-shares as enlarged by the issue of conversion shares upon full conversion of the bonds.
The placing agent will place the placed shares on a best-efforts basis to no fewer than six placees who are independent professional, institutional and/or other investors. The managers have informed the Company that the bonds will be offered to no fewer than six independent subscribers, who will be professional investors. The placed shares and conversion shares will be allotted and issued pursuant to the general mandate. The general mandate was granted to the board of directors by the shareholders by way of a resolution passed at the extraordinary general meeting held on November 26, 2025, pursuant to which the board of directors may allot and issue up to 340,359,240 new H-shares.
The completion of both the placing and the bond issue is subject to the fulfillment of certain conditions, including the granting of listing approval for the placed shares by the listing committee, the completion of filing with the China Securities Regulatory Commission in relation to the placing and the bond issue, and the receipt of legal opinions by the placing agent and the managers, etc. Both the placing agreement and the subscription agreement may be terminated under specific circumstances. The Company will apply to the Hong Kong Stock Exchange for the listing and trading of the placed shares and conversion shares, and to the Vienna MTF operated by the Vienna Stock Exchange for approval of the listing of the bonds.
The Company intends to use the proceeds from the placing and the bond issue for capital increase to its overseas subsidiaries to support the development of the Group's international business. After the completion of the placing, the net price per H-share raised will be approximately HK$18.08, and the conversion shares will be equivalent to a net issue price of approximately HK$19.86 per conversion share. The Company has undertaken to the placing agent and the managers that, from the date of the agreement until 90 days after the placing completion date, it will not conduct certain share issuances or disposal transactions without prior written consent.
As of the date of this announcement, the total number of issued shares of the Company is 7,605,845,511, including 5,904,049,311 A-shares and 1,701,796,200 H-shares. Immediately after the completion of the placing but before the conversion of the bonds, the placees will hold approximately 2.80% of the total issued shares. If the bonds are fully converted, the bondholders will hold approximately 1.37% of the total issued shares.
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