Miniso announces $550M securities offering due 2032

It will bear an annual interest rate of 0.5%.

Miniso Group Holding Limited has announced a $550m equity-linked securities offering due 2032.

The securities will bear an annual interest rate of 0.5%, payable semiannually, and mature on 14 January 2032. Holders can exchange the securities for cash starting six years after the closing date.

The offering is expected to close around 14 January 2025, subject to standard conditions.

The initial exercise price is $8.28 (HK$64.395) per share, a 32.5% premium over the Delta Placement offer price and 26.1% above the 6 January 2025, closing price of $6.57 (HK$51.05) on the HKEX.

To minimise dilution risk, Miniso plans to execute "Call Spread Transactions" with financial institutions. This includes a lower strike call option set at the Securities’ exercise price and an upper strike warrant priced at $13.13 (HK$102.1), a 110% premium over the Delta Reference Price. These measures aim to enhance financial flexibility and manage market exposure.

The company will use 50% of the proceeds for overseas store expansion, supply chain development, brand promotion, and working capital.

The remaining 50% will fund share repurchases under its buyback programs. Holders may redeem the Securities at 100% of their principal value, plus accrued interest, on 14 January 2028, or 14 January 2030.

Miniso also retains the right to redeem all outstanding securities under certain conditions, such as tax law changes or if less than 10% of the securities remain.

Hedging activities by affiliates and investors may impact the market price of MINISO shares and Securities.

Founder and CEO Guofu Ye will facilitate hedging through a securities lending agreement, but neither he nor the Company will directly benefit from the sale of borrowed shares.