E&P Global Holdings Limited announced a conditional agreement dated 27 August 2026 to issue 8.00% secured convertible bonds with an initial principal of USD10.00 million and an option to raise an additional USD0.80 million if the subscriber elects to receive the structuring fee in bonds.
Key Terms • Issue price: 100% of principal; maturity: 12 months from issue date. • Interest: 8.00% per annum, payable monthly; default interest: 2% per month on overdue sums. • Conversion price: HKD0.0945 per share, a 3.85% premium to the last closing price and 1.39% above the 5-day average. • Potential dilution: – Initial bond size converts into 829.49 million shares, 5.49% of enlarged capital. – Including full structuring-fee conversion, up to 895.85 million shares, 5.90% of enlarged capital. • Early redemption: Permitted once, after six months, with 90-day notice; bondholders may convert before redemption. • Security: Wayside Holdings Limited (controlling shareholder) will pledge shares valued at not less than USD21.60 million, maintaining a loan-to-value ratio ≤50%. • Listing: Conversion shares will be listed on HKEX; the bonds themselves will not be listed.
Subscriber and Fees Arena Investors, L.P. will subscribe on behalf of its managed funds. E&P Global will pay: • Structuring fee: 8% (USD0.80 million) in cash or additional bonds/shares at subscriber’s option. • Up-front fee: 6% (USD0.60 million) deducted from subscription proceeds.
Use of Net Proceeds (post fees and expenses) • 10% to expand energy trading (petroleum, coal, natural gas). • 20% for general working capital. • 70% for development, business expansion and strategic investments.
Mandate and Shareholding Impact Conversion shares will be issued under the general mandate approved on 19 August 2026, utilising 31.68% of the mandate (34.21% if the structuring fee is fully converted). Post-conversion, the subscriber would hold 5.49%–5.90% of the enlarged share capital, while the controlling shareholder’s stake would fall from 48.65% to approximately 45.78%–45.98%.
Conditions Precedent Completion requires, among other items, HKEX listing approval for conversion shares, satisfactory due diligence by the subscriber, execution of security documents, and subordination of specified group indebtedness. If not satisfied or waived by 27 November 2026, the agreement lapses.
Risk Disclosure The bond issuance remains subject to these conditions; there is no certainty the transaction will complete. Shareholders and potential investors are advised to exercise caution when dealing in E&P Global shares.