Momentum Financial Holdings Limited (Stock Code: 1152) released details of a proposed debt restructuring involving the issuance of convertible bonds under a specific mandate, a whitewash waiver application, and a special deal related to repayment of a shareholder’s loan. The total principal amount of the new convertible bonds is HK$178.6 million, carrying a 3% annual interest rate and a two-year maturity.

According to the announcement, the convertible bonds are set to capitalize indebtedness owed to multiple creditors. The initial conversion price of HK$0.073 per share may be subject to adjustments under events such as share consolidation or subdivision. The company cites this debt restructuring as an effort to reduce existing liabilities and strengthen its financial position without the need for immediate cash settlement.

In connection with the issuance, a whitewash waiver is sought from Hong Kong’s regulatory authorities, which would waive the creditors’ obligation to make a mandatory general offer for all shares of the company if full conversion leads to their aggregate shareholding exceeding the mandatory offer threshold. The proposed repayment of a shareholder’s loan is classified as a special deal under the Takeovers Code. Both the special deal and the whitewash waiver require independent shareholders’ approval.

A special general meeting for shareholders to vote on these resolutions will be held on 10 November 2025. Shareholders are encouraged to review the full circular for further details on the terms of the convertible bonds, the rationale behind the debt restructuring, and the conditions for completing the issuance.