LVGEM(CHINA) REAL ESTATE (00095) announced that on 18 May 2022, the CB Subscriber, the Company and Mr. Wong Hong King entered into the 2022 Deed of Extension to further extend the maturity date of the remaining outstanding Convertible Bonds to 18 May 2023 and amend certain terms of the CB Subscription Agreement, the terms of the Convertible Bonds and other relevant transaction documents.
The proposed amendments to the CB Subscription Agreement, the Convertible Bonds and other relevant documents are conditional upon the redemption of US$20 million of the outstanding principal amount of the Convertible Bonds, （together with the corresponding applicable internal rate of return pursuant to the terms and conditions of the CB Subscription Agreement in an amount of US$3,116,200）, by the Company from the CB Subscriber being completed on or before 18 May 2022; the first instalment of the Administrative Fee pursuant to the terms and conditions of the CB Subscription Agreement in an amount of US$375,000 being paid in full by the Company to the CB Subscriber on or before 18 May 2022; the payment of the accrued interest on the Convertible Bonds in an amount of US$1,909,200 by the Company to the CB Subscriber on or before 18 May 2022; and obtaining all necessary approvals, including but not limited to approval of the Stock Exchange.
Upon the fulfilment of the aforementioned conditions, the amendments made to the CB Subscription Agreement and the terms and conditions of the Convertible Bonds under the 2022 Deed of Extension shall become effective as from 18 May 2022.
The aggregate principal amount of the Convertible Bonds was US$100 million. As of the date of this announcement, US$100 million of the principal amount of the Convertible Bonds has been converted into approximately 28,794,100 Issued Conversion Shares, US$20 million of the outstanding principal amount of the Convertible Bonds was redeemed by the Company on 18 November 2020, and US$20 million of the outstanding principal amount of the Convertible Bonds was redeemed by the Company on 18 May 2022, being the maturity date of the Convertible Bonds prior to its extension pursuant to the 2022 Deed of Extension.
Assuming full conversion of the remaining outstanding principal amount of the Convertible Bonds (i.e. US$50 million) at the conversion price of HK$2.505 per Conversion Share, the Convertible Bonds will be convertible into 155 million new Shares. The Conversion Shares, if issued, would represent approximately 3.04% of the existing issued share capital of the Company and approximately 2.95% of the issued share capital of the Company as enlarged by the issue of all the Conversion Shares.
The Conversion Shares which may fall to be issued upon the exercise of the conversion rights under the outstanding principal amount of the Convertible Bonds will be issued under the General Mandate granted by the Shareholders to the Directors at the annual general meeting held on 25 June 2021.
The announcement stated that the extension of the maturity date of the Convertible Bonds by twelve months and other related amendments reflect the long term strategic business relationship between the Group and the CB Subscriber and its parent company, CCB International (Holdings) Limited which would be beneficial to both groups, and would also enhance the liquidity of working capital of the Company and its subsidiaries.
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