BGMC International (01693) announced that on December 31, 2025, the company (as the issuer) entered into a capitalization agreement with the trustee, KP Lee Chambers (as the subscriber). The agreement proposes to issue approximately 29.59 million capitalization shares to the trustee at HK$2.320 per share under a special mandate. This issuance is intended to settle the relevant outstanding redeemable secured loan notes owed by BGMC Corporation to the relevant independent redeemable secured loan note holders. The subscription amount payable by the subscriber under the capitalization agreement is approximately HK$68.65 million, which will be settled by fully offsetting the relevant outstanding redeemable secured loan notes owed by BGMC Corporation to the holders. The capitalization shares represent approximately (i) 74.74% of the company's issued share capital as of the date of this announcement; and (ii) approximately 42.77% of the company's issued share capital as enlarged by the allotment and issue of the capitalization shares.

This capitalization stems from a debt restructuring implemented in 2022. The company's subsidiary, BGMC Corporation, had previously issued redeemable secured loan notes, which were originally due to be redeemed by June 30, 2025, but were subsequently extended twice to December 31, 2025. As of the date of this announcement, BGMC Corporation owes the relevant independent redeemable secured loan note holders approximately HK$68.65 million in outstanding redeemable secured loan notes.