Key Disclosure: Morgan Stanley’s Derivatives Dealings in Bright Smart Securities & Commodities Group Limited

Summary of the Report

On 24 February 2026, a Public Disclosure Form was filed, detailing recent dealings by Morgan Stanley & Co., International plc in the shares of Bright Smart Securities & Commodities Group Limited. The disclosure was made under Rule 22 of the Hong Kong Code on Takeovers and Mergers, indicating potential implications for a mandatory general offer.

Key Points for Investors

• Nature of Dealings: Morgan Stanley & Co., International plc executed multiple derivative transactions related to shares of Bright Smart Securities & Commodities Group Limited. These derivatives are categorized as “other types of products” and were executed as unsolicited client facilitation trades.
• Types of Transactions:
  • Purchases of derivatives referencing a total of 188,000 shares at prices between \$9.1012 and \$9.1062.
  • Sales of derivatives referencing a total of 12,000 shares at a price of \$9.1154.
• Settlement Dates: The referenced shares have varying maturity/closing out dates, ranging from 12 October 2026 to 7 February 2028.
• Financial Impact:
  • The total amount paid for the derivative purchases was approximately \$1,711,099.71, and the total received from the sales was \$109,384.74.
• Resultant Balance: The resultant balance for these transactions is shown as zero, indicating that these are likely client facilitation trades where Morgan Stanley does not retain a net position after execution.
• Connection with Offeror: Morgan Stanley & Co., International plc is identified as a Class (5) associate connected with the Offeror (the party potentially making a mandatory general offer). All dealings were conducted for Morgan Stanley’s own account.

Potential Price-Sensitive Information

Why This Matters: The disclosure is significant as it comes under the context of a possible mandatory general offer for Bright Smart Securities & Commodities Group Limited. Such offers typically occur when an entity or its associates acquire a substantial interest in a company, potentially triggering changes in control or ownership structure. The involvement of a major global financial institution like Morgan Stanley, acting as an associate of the Offeror, may signal impending corporate actions or strategic moves that could materially impact the share price of Bright Smart.

Price Sensitivity: Investors should note that any developments regarding a mandatory general offer can lead to increased market activity and volatility in the company’s share price. Monitoring further disclosures and announcements is highly recommended.

Detailed Transaction Breakdown

• Purchases (Unsolicited client facilitation):
  • 16,000 shares (maturity: 12 October 2026) at \$9.1062 per share – Total: \$145,699.71
  • 68,800 shares (maturity: 7 February 2028) at \$9.1012 per share – Total: \$626,159.99
  • 103,200 shares (maturity: 7 February 2028) at \$9.1012 per share – Total: \$939,239.99
• Sales (Unsolicited client facilitation):
  • 2,000 shares (closing: 29 October 2027) at \$9.1154 per share – Total: \$18,230.79
  • 10,000 shares (closing: 30 September 2026) at \$9.1154 per share – Total: \$91,153.95

Shareholder Takeaways

• This disclosure is directly related to potential changes in the company’s control structure.
• Involvement of a major financial institution as an associate of a potential Offeror could lead to significant strategic developments.
• Investors should closely monitor the regulatory news flow and any further disclosures regarding a possible takeover or mandatory offer.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research or consult professional advisors before making investment decisions. The information is based on regulatory disclosures and may be subject to change or further clarification.

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