Guming Holdings Limited (GUMING) has released a voluntary announcement outlining intentions to launch an international offering of Hong Kong dollar-denominated guaranteed convertible bonds through a wholly owned subsidiary. The bonds will be marketed exclusively to professional investors in offshore transactions conducted under Regulation S of the U.S. Securities Act. Goldman Sachs (Asia) L.L.C. will serve as sole global coordinator, lead manager and bookrunner.

The principal amount, coupon, maturity and other key terms of the proposed bonds are still under negotiation; a subscription agreement will be executed once final terms are set. Completion remains subject to market conditions and investor demand, and there is no assurance the transaction will proceed.

Net proceeds are earmarked for four areas: (1) overseas expansion and procurement of raw materials and equipment, (2) refinancing, (3) share repurchases—including a planned concurrent share repurchase linked to the bond offering—and (4) general corporate purposes.

To facilitate investors’ initial hedging of the convertible bonds, Goldman Sachs intends to arrange a Concurrent Delta Placement of existing GUMING shares held by non-connected professional investors. GUMING plans to repurchase the shares sold in this placement, a move the board says demonstrates confidence in the company’s long-term strategy and will help stabilise the share price during hedging activities. No new shares will be issued, and the company has obtained waivers from the Hong Kong Stock Exchange and the Securities and Futures Commission to execute the overnight buyback under Listing Rule 10.06(3)(a) and the Takeovers Code.

GUMING emphasises that the bond issuance and related share repurchase may or may not materialise, as definitive agreements have yet to be signed. The company advises investors and shareholders to exercise caution when dealing in its securities.