Lenovo Group Limited announced three capital actions on 17 June 2026 after market close:
1. New Convertible Bond Issue • Size and terms: US$2.00 billion zero-coupon convertible bonds due 25 June 2033, issued at par and listed on the Vienna MTF. • Conversion: Initial price set at HK$36.70 per share, a 47.50% premium to the 17 June 2026 close of HK$24.88. Full conversion would create up to 426.88 million shares, equal to 3.33% of post-conversion share capital. • Net proceeds: Approximately US$1.98 billion (net issue price HK$36.31 per share). Shares will be allotted under the existing general mandate; no further shareholder approval is required.
2. Concurrent Repurchase of 2029 Convertible Bonds • Target instrument: US$675 million 2.50% convertible bonds due 2029 (issued August 2022). • Offer terms: 293.20% of principal. Commitments have been received for US$225 million principal, leaving US$450 million outstanding. • Funding source: Proceeds from the new bond issue. Repurchased notes will be cancelled upon settlement.
3. Planned On-Market Share Buy-back • Objective: Offset dilution from the new convertible bonds. • Scale: Illustratively, repurchasing 223.46 million shares would neutralise the dilution if the new bonds are fully converted at the initial price. The actual amount will depend on future adjustments to the conversion price and will be executed within future general buy-back mandates, ensuring no trigger of a mandatory offer under the Takeovers Code.
Capital Structure Impact • Current share base: 12.40 billion shares. • Post full conversion of the new CB (with no other conversions) share count would rise to 12.83 billion. • If the company conducts the illustrative buy-back, total shares would return to 12.61 billion, maintaining dilution neutrality.
Use of Proceeds Net proceeds of US$1.98 billion are earmarked for: 1) Refinancing existing debt, including the 2029 CB repurchase; 2) Future on-market share buy-backs; 3) General corporate purposes.
Conditions & Timing Completion of the 2033 CB issuance and the 2029 CB repurchase are inter-conditional and subject to customary conditions precedent, including final documentation and listing approvals. Issue and settlement are scheduled for 25 June 2026.
Risk Disclosure The bond subscription and dealer-manager agreements contain termination clauses linked to market conditions and other factors. Lenovo cautions investors that the transactions may or may not complete.