Madison Holdings Group Limited (Madison Holdings) has published a prospectus for a non-underwritten rights issue that will offer three rights shares for every two existing shares held on the 28 May 2026 record date.
Key terms • Size & pricing: Up to 93.47 million new shares at HK$0.486 each, representing a 40.00% discount to the HK$0.81 closing price on the 5 March 2026 last trading day and a 19.00% discount to the HK$0.60 close on the latest practicable date (22 May 2026). • Potential proceeds: Gross proceeds of approximately HK$45.43 million; estimated net proceeds of HK$42.79 million after HK$2.64 million expenses. • Capital impact: Enlarged share capital will rise from 62.31 million to a maximum 155.78 million shares, increasing issued share capital by 150.00%. • Trading timetable: Nil-paid rights trade 2–9 June 2026; payment deadline 12 June 2026; fully-paid rights begin trading on 13 July 2026.
Use of funds Madison Holdings plans to deploy the HK$42.79 million net proceeds as follows: 1. HK$24.80 million (58%) to repay part of a shareholder loan. 2. HK$14.99 million (35%) to settle other borrowings that bear 12% interest. 3. HK$3.00 million (7%) for general working capital, including staff and corporate expenses.
Subscription mechanics The issue is not underwritten; if rights are undersubscribed, any untaken shares—together with those otherwise ineligible—will be placed to independent investors by Advent Securities (Hong Kong) Limited on a best-efforts basis. Unplaced shares will be cancelled, reducing the final issue size accordingly.
Conditions & safeguards The rights issue is conditional on shareholder approval (granted 14 May 2026), the increase in authorised share capital, the share consolidation that became effective on 18 May 2026, and Stock Exchange approval for listing the new shares. A scale-down mechanism will apply to prevent any shareholder from breaching Hong Kong’s Takeovers Code thresholds due to disproportionate subscription.
Dilution & discounts Non-participating shareholders face a theoretical dilution effect of 24.00% based on the ex-rights price of HK$0.616 per share. The subscription price also represents a 79.83% discount to Madison Holdings’ unaudited net asset value of HK$2.41 per share as at 30 September 2025.
Shareholder structure Controlling shareholder Mr Ting Pang Wan, Raymond and his controlled entities currently hold 40.84% of Madison Holdings. No irrevocable undertakings to take up entitlements have been provided.
Risk disclosure As trading in nil-paid rights precedes the issue becoming unconditional, investors dealing in these rights between 2–9 June 2026 bear the risk that the transaction may not complete if conditions are not met.