MMG Limited has unveiled a dual financing exercise comprising a HK$6.27 billion private placement of new shares and a US$800 million (approximately HK$6.37 billion) zero-coupon convertible bond issue, both executed under the company’s existing general mandate.

Key transaction terms 1. Share placement • Volume: 705.89 million new shares, equivalent to 5.8% of MMG’s current issued share capital and 5.5% post-placement. • Price: HK$8.88 per share, an 8.8% discount to the 15 June 2026 close (HK$9.74) but a 2.2% premium to the five-day average (HK$8.69). • Gross proceeds: HK$6.27 billion; net proceeds: about HK$6.25 billion (net price HK$8.86 per share). • Lock-up: 90-day corporate lock-up post-closing. • Completion target: 18 June 2026, subject to customary conditions and regulatory approvals.

2. Convertible bonds • Size: US$800 million zero-coupon bonds due 21 June 2027, issued at 102% of par. • Conversion price: HK$10.21 per share, implying a 4.8% premium to the 15 June close and 17.5% above the five-day average. • Potential dilution: Full conversion would deliver 613.94 million shares—5.1% of current issued shares and 4.8% of the enlarged base. • Listing: Application to list the bonds on Vienna MTF and the conversion shares on the Hong Kong Stock Exchange. • Investor safeguards: Bondholders gain put rights upon delisting or change of control; company holds an early-redemption option subject to share-price thresholds or 90% bond buy-backs. • Lock-up: 90-day restriction on additional equity or equity-linked issuance, excluding the placement shares, the new bonds and MMG’s 2030 convertible bonds.

Use of proceeds (combined HK$12.62 billion net) • 43% (HK$5.43 billion): Refinance shareholder and external loans by 30 Sep 2026. • 29% (HK$3.66 billion): Develop existing projects and expansion plans by 31 Dec 2027. • 22% (HK$2.78 billion): Strategic acquisitions and investments by 31 Dec 2028. • 6% (HK$0.76 billion): Working capital and general corporate purposes by 31 Dec 2026.

Shareholding impact Pre-transaction, China Minmetals Corporation and associates hold 67.43% of MMG. Post-placement, their stake will dilute to 63.72%. Assuming full bond conversion in addition to the placement, their ownership would fall to 60.82%, while new placees and bondholders would collectively own about 9.81% of the enlarged share capital (5.24% from placees, 4.56% from bond conversion).

Conditions and timetable Both transactions are subject to customary regulatory approvals, legal opinions and market conditions. Completion of either deal is not inter-conditional, and both may be terminated under specified adverse market or company-specific events.

Strategic rationale Management highlights that the combined funding will strengthen liquidity, lower interest expenses—given the bonds’ zero-coupon structure—and support ongoing project development, expansion initiatives and potential acquisitions in line with MMG’s long-term growth strategy.