Horizon Robotics (HORIZONROBOT-W) has signed a Subscription Agreement with Goldman Sachs (Asia) L.L.C. and Morgan Stanley Asia Limited for the issue of US$450.00 million zero-coupon convertible bonds maturing on 27 July 2027.
Key Terms • Issue size: US$450.00 million, issued at 100% of face value. • Coupon: Zero; bonds do not bear interest. • Conversion price: HK$5.55 per Class B share, a 16.8% premium to the 22 July 2026 closing price of HK$4.75 and a 25.0% premium to the five-day average price of HK$4.44. • Conversion shares: Maximum 635.64 million Class B shares, equal to 4.36% of current issued share capital and 1.89% of total voting rights; post-conversion, dilution would be 4.18% of enlarged share capital and 1.86% of voting rights. • Net proceeds: approximately US$445.50 million (net issue price about HK$5.49 per conversion share). • Listing: Bonds—Vienna MTF; conversion shares—Hong Kong Stock Exchange. • Conversion window: From 15 business days after issue date until 10 business days before maturity, subject to customary restrictions. • Redemption: – At 100% of principal on maturity if not earlier converted or redeemed. – Company call option from 29 January 2027 if share price ≥120% of conversion price for 20 of 30 consecutive trading days, or if ≥90% of bonds already redeemed/converted. – Holder put upon delisting or change-of-control at par. – Tax and negative-pledge protections included. • Lock-up: 90-day restriction on new share issuances, subject to limited exceptions.
Proceeds Utilisation Roughly US$398.90 million will fund payments to CARIAD under the previously announced Amendment Agreement (US$344.40 million loan repayment plus an additional cash payment). Remaining funds will be used for working-capital needs and other corporate purposes.
Impact on Share Capital Current issued shares: 14.57 billion. Full conversion would increase total shares to 15.21 billion; bondholders would hold 4.18% of enlarged capital. Founder Dr. Kai Yu’s stake would fall from 12.39% to 11.87%; other shareholders would move from 87.61% to 83.95%.
Mandate & Timetable The bonds and any conversion shares will be issued under the 20% general mandate approved at the 10 June 2026 AGM; no further shareholder vote is required. Issue and bond closing are targeted for on or around 29 July 2026, subject to customary conditions precedent and no exercise of the termination rights granted to the managers.
Shareholders and investors are urged to exercise caution as completion of the Subscription Agreement remains subject to final conditions and regulatory filings, including CSRC post-issuance procedures.