Luxxu Group Limited Announces Placing of New Shares Under General Mandate
Key Details of the Placing Agreement
- Date of Agreement: 4 June 2026 (after trading hours)
- Issuer: Luxxu Group Limited
- Placing Agent: Black Marble Securities Limited
- Number of New Shares: Up to 43,130,880 Placing Shares
- Placing Price: HK\$0.50 per Placing Share
- Target Placees: Not less than six professional, institutional, or other investors independent of the Company and its connected persons
- Share Allotment: Shares will be allotted and issued under the General Mandate
- Placing Commission: 3.0% of the gross proceeds, paid to the Placing Agent
Impact on Share Capital and Shareholding Structure
- Assuming the Placing Shares are fully placed, the new shares will represent approximately 20.00% of the existing issued share capital and about 16.67% of the enlarged issued share capital post-placement.
- The number of issued shares will increase from 215,654,400 to 258,785,280 after completion of the placement.
- Post-placement, Placees will collectively hold 16.67% of the company while existing public shareholders will see their holding drop from 100% to 83.33%.
Financial Details and Use of Proceeds
- Estimated Gross Proceeds: Approximately HK\$21.6 million
- Estimated Net Proceeds: Approximately HK\$20.8 million (after deduction of commission and expenses)
- Use of Net Proceeds:
- 91.3% (around HK\$19 million) to repay the Group’s bond payables (including interest expenses)
- 8.7% (around HK\$1.8 million) for general working capital and to support and strengthen existing and future business
- Net Placing Price per Share: HK\$0.488
Placing Price and Market Comparison
- The Placing Price of HK\$0.50 per share is set at no discount to the closing price on the date of the Placing Agreement.
- It represents a discount of about 11.97% to the average closing price of HK\$0.568 per share over the last five consecutive trading days before the Placing Agreement.
Conditions and Possible Risks
- The Placing is subject to approval from the Stock Exchange for the listing and permission to deal in the Placing Shares.
- If the condition is not satisfied by 26 June 2026 (15th business day after the agreement) or another agreed date, the Placing will not proceed.
- The Placing Agent can rescind the Placing Agreement before completion under several adverse circumstances, such as material changes in national or international financial, political, or economic conditions, or material breaches by the Company.
- The Placing Shares, upon issue, will rank pari passu with existing shares.
Business Background and Board View
- Luxxu Group is principally engaged in:
- Manufacturing and sales of own-branded watches and jewellery (including diamond and tourbillon watches, luxury jewellery accessories), OEM watches, and third-party watches
- Provision of exhibition services
- The Board believes this Placing is a good opportunity to raise funds and broaden the shareholder base.
- All terms of the Placing, including price and commission, were determined after arm’s length negotiations and are considered fair, reasonable, and in the best interests of the Company and shareholders.
- No other equity fund-raising activities have been conducted by the Company in the past 12 months.
Shareholder and Investor Guidance
- This is a price-sensitive announcement: The potential dilution of existing holdings, the change in shareholding structure, and the use of proceeds for debt repayment and working capital are all factors that could impact the Company’s share price.
- Completion of the Placing may or may not take place, so shareholders and potential investors should exercise caution when dealing in the Company’s securities.
Board Composition
- As of the date of the announcement, the Board comprises two executive directors (Mr. Liang Yanhuang and Mr. Yang Xi) and three independent non-executive directors (Mr. Yu Chon Man, Ms. Duan Baili, Mr. Zhong Weili).
Disclaimer: The above article is for informational purposes only and does not constitute investment advice or an offer to purchase any securities. Investors are urged to exercise caution and consult with professional advisers before making investment decisions. The completion of the Placing is subject to certain conditions, and there is no assurance that it will proceed as planned. The Company and its advisers do not accept any responsibility for any losses that may arise from reliance on this information.
