GUANGZHOU, China, Jan. 14,
2025 /PRNewswire/ -- MINISO Group Holding Limited
(NYSE: MNSO; HKEX: 9896) ("MINISO", "MINISO Group" or the
"Company"), a global value retailer offering a variety of trendy
lifestyle products featuring IP design, today announced the
completion of its offering (the "Securities Offering") of equity
linked securities due 2032 in the aggregate principal amount of
US$550 million (the "Securities").
Security holders may exchange their Securities for cash at any time
on or after the date which is six years after the closing date to
the date falling 10 scheduled trading days prior to the maturity
date (both days inclusive).
In connection with the Securities Offering, the Company has
entered into lower strike call and upper strike warrant
(collectively, the "Call Spread Transactions") with the managers of
the Securities Offering. The Securities and the lower strike call
will be settled wholly in cash and the Company may issue ordinary
shares (the "Shares") only under the upper strike warrant. This
overall structure will enable the Company to raise funds in a form
similar to convertible debt securities, whilst deferring potential
dilution to a higher effective exercise price (with an upper strike
exercise price of HK$102.10 per
Share), converted at a pre-determined exchange rate for U.S.
dollars, which represents a premium of 100% over the closing price
of the Share of HK$51.05 per Share
quoted on the Hong Kong Stock Exchange (the "HKEX") on January 6, 2025 (the "Stock Reference
Price").
The Securities constitute direct, unconditional, unsubordinated
and (subject to the terms and conditions of the Securities)
unsecured obligations of the Company and bear interest at a rate of
0.5% per year, payable semiannually in arrears on January 14 and July
14 of each year, beginning on July
14, 2025. The Securities will mature on January 14, 2032, unless earlier redeemed,
repurchased or converted in accordance with their terms prior to
such date. The Securities will be exchanged into cash only. The
exercise price at which the Securities will be exchanged will
initially be HK$64.395 per Share,
representing a premium of 26.1% over the Stock Reference Price. The
exercise price of the Securities is subject to adjustment upon the
occurrence of certain events, but will not be adjusted for any
accrued and unpaid interest. In addition, following certain
fundamental changes that occur prior to the maturity date and
during the exercise period of the Securities, the Company will, in
certain circumstances, reduce the exercise price in accordance with
the terms and conditions of the Securities.
The Company has received approval in-principle from the
Singapore Exchange Securities Trading Limited (the "SGX-ST") for
the listing and quotation of the Securities on the Official List of
the SGX-ST.
The Securities have been offered to non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities Act
of 1933, as amended (the "Securities Act"). The Securities have not
been and will not be registered under the Securities Act or
securities laws of any other places. They may not be offered or
sold within the United States or
to U.S. persons, except pursuant to an exemption from the
registration requirements of the Securities Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any securities, nor shall
there be a sale of the securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful.
About MINISO Group
MINISO Group is a global value retailer offering a variety of
trendy lifestyle products featuring IP design. The Company serves
consumers primarily through its large network of MINISO stores, and
promotes a relaxing, treasure-hunting and engaging shopping
experience full of delightful surprises that appeals to all
demographics. Aesthetically pleasing design, quality and
affordability are at the core of every product in MINISO's wide
product portfolio, and the Company continually and frequently rolls
out products with these qualities. Since the opening of its first
store in China in 2013, the
Company has built its flagship brand "MINISO" as a globally
recognized consuming brand and established a massive store network
worldwide. For more information, please visit
https://ir.miniso.com/.
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by words or phrases
such as "may," "will," "expect," "anticipate," "aim," "estimate,"
"intend," "plan," "believe," "is/are likely to,", "potential,"
"continue" or other similar expressions. Among other things, the
quotations from management in this announcement, as well as
MINISO's strategic and operational plans, contain forward-looking
statements. MINISO may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and
Exchange Commission (the "SEC") and the HKEX, in its annual report
to shareholders, in press releases and other written materials and
in oral statements made by its officers, directors or employees to
third parties. Statements that are not historical facts, including
statements about MINISO's beliefs and expectations, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of factors could cause
actual results to differ materially from those contained in any
forward-looking statement, including but not limited to the
following: MINISO's mission, goals and strategies; future business
development, financial conditions and results of operations; the
expected growth of the retail market and the market of branded
variety retail of lifestyle products in China and globally; expectations regarding
demand for and market acceptance of MINISO's products; expectations
regarding MINISO's relationships with consumers, suppliers, MINISO
Retail Partners, local distributors, and other business partners;
competition in the industry; proposed use of proceeds; and relevant
government policies and regulations relating to MINISO's business
and the industry. Further information regarding these and other
risks is included in MINISO's filings with the SEC and the HKEX.
All information provided in this press release and in the
attachments is as of the date of this press release, and MINISO
undertakes no obligation to update any forward-looking statement,
except as required under applicable law.
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SOURCE MINISO Group Holding Limited
