BINGO GROUP (08220) has announced that in early November 2025, given the maturity of HK$19 million in principal of convertible bonds on December 31, 2025, and the company's lack of sufficient financial resources to redeem these bonds, it approached Mr. Stephen Chow, the holder of the convertible bonds. The company sought Mr. Chow's consent for a share conversion and proposed amendments to the terms and conditions of the bonds to remove restrictions preventing the subscriber from exercising the conversion rights. Exercising these rights could trigger an obligation for a mandatory general offer under the Takeovers Code.
On December 24, 2025, Mr. Stephen Chow signed and delivered a conditional conversion notice to the company, indicating his intention to exercise the conversion rights once the conditions are met. The company was informed by Mr. Chow that, following the effectiveness of the proposed amendments, he intends to cooperate with the company's request and fully exercise the conversion rights attached to the convertible bonds.
Upon the full exercise of the conversion rights attached to the convertible bonds held by Mr. Chow, he, along with his associates and parties acting in concert with the offeror, will hold an aggregate interest of approximately 112 million shares. This represents about 64.05% of the company's enlarged issued share capital following the allotment and issuance of conversion shares from the full exercise of the conversion rights.
Under Rule 26.1 of the Takeovers Code, Mr. Stephen Chow and his concert parties will be required to make an unconditional mandatory cash offer for all issued shares not already owned or agreed to be acquired by them at the time of the share offer. Additionally, pursuant to Rule 13 of the Takeovers Code, Mr. Chow must make an offer for the cancellation of all outstanding share options not already held by him and/or his concert parties.
The cash offer price for each share is HK$0.275, which is the same as the conversion price under the convertible bonds. This represents a discount of approximately 91.79% compared to the closing price of HK$3.35 per share on the last trading day on the Stock Exchange.