Zhitong Finance App News, Minimally Invasive Healthcare (00853) announced that in order to repay the outstanding amount of the 2026 convertible bond (about US$448 million), on April 5, 2024, the company signed a convertible financing agreement with the original lender. The original lender agreed to provide the company with a total principal amount of US$150 million and an annual interest rate of 5.75%. At the same time, the original lender also enjoyed a flexible option to further increase the total principal amount of no more than 50 million US dollars (if this option is fully exercised, the original lender's total loan principal amount will reach 2. billion dollars).

If all of the convertible financing funds are used, the net proceeds from the convertible financing (after deducting the fees and expenses associated with obtaining the convertible financing) are estimated to be approximately US$145 million (assuming that the flexible option is not exercised) or approximately US$195 million (assuming that the flexible option is fully exercised). The Company intends to use the net proceeds from convertible financing to repay the outstanding amounts under the 2026 convertible bonds, pay all fees, costs and expenses under or relating to the financing documents, and (if the proceeds of convertible share financing are still available after payment of the above amounts) to fund the Group's general corporate purposes.

At the same time, the company is also actively communicating with many financial institutions. The Board of Directors further announced that on the date of this announcement, the company is expected to receive credit support of more than US$300 million from financial institutions to repay all outstanding amounts of the 2026 convertible bonds.

According to the terms of the convertible share financing agreement, each lender has the right to convert all or any part of its loan into convertible shares at the initial exchange price of HK$7.46 per share (subject to adjustments as set forth in the convertible share financing agreement). The initial share exchange price is approximately 10.19% premium over the closing price of HK$6.77 per share on April 5, 2024.

Assuming that the total principal amount is equal to the total initial commitment amount (converted to HK$ at a fixed exchange rate and not taking into account flexible options), the convertible loan would be converted to approximately 157 million shares in exchange for shares at the initial exchange price of HK$7.46 per share.

Assuming that the total principal amount is equal to the total initial commitment of HK$150 million (HK$7.46 per share at a fixed exchange rate), the convertible loan can be converted to approximately 157 million shares in exchange shares, which is equivalent to approximately 8.58% of the company's issued share capital on the date of this announcement and approximately 7.90% of the company's issued share capital expanded through allotment and issuance of exchanged shares.

Assuming that the flexible option is fully exercised, the total principal amount is equal to the maximum increase in total commitment (HK$7.46 per share at a fixed exchange rate). The convertible loan can be converted to approximately 209.9 million shares in exchange shares at the initial exchange price, accounting for approximately 11.44% of the company's issued share capital on the date of this announcement and about 10.27% of the company's issued share capital expanded through allotment and issuance of exchanged shares.

According to reports, original lender A, original lender B, and original lender C are all limited liability companies registered under Singaporean law. Each of them is exclusively managed and controlled by Hillhouse Investment Management Ltd. (Hillhouse Investment). Gao Lin Investment was founded in 2005 and is committed to long-term investment in high-quality enterprises. Drawing on nearly 20 years of experience, Gao Lin Investments cooperates with industry-defined enterprises to establish partnerships with sustainable and forward-thinking companies in the healthcare, corporate services, consumer and industrial sectors. Gao Lin Investments is a diversified asset manager. The firm manages capital for global institutions, including non-profit foundations, endowments and pensions.