Key Disclosure: Morgan Stanley & Co., International plc Securities Dealings in Bright Smart Securities & Commodities Group Limited

Overview

On 25 February 2026, a public disclosure was made regarding significant dealings in the shares of Bright Smart Securities & Commodities Group Limited. This disclosure is in connection with a possible mandatory general offer, as per Rule 22 of the Hong Kong Code on Takeovers and Mergers. The report details several transactions executed by Morgan Stanley & Co., International plc, a Class (5) associate connected with the Offeror and ultimately owned by Morgan Stanley.

Key Points for Investors

• Nature of Dealings: The transactions involve derivatives and other types of products, primarily through unsolicited client facilitation. This means Morgan Stanley acted to facilitate client trades, not necessarily on its own investment strategy.
• Transaction Details:
  • Multiple purchases and sales of derivatives linked to Bright Smart Securities & Commodities Group Limited took place between February 2026 and February 2028.
  • Key purchases include:
    • 24,000 reference securities purchased on 24 February 2026, maturing 21 October 2026, at a reference price of \$8.8803 per share (\$213,127.20 total).
    • 52,000 reference securities purchased, maturing 5 October 2026, at \$8.8803 per share (\$461,775.60 total).
    • 64,000 reference securities purchased, maturing 7 February 2028, at \$8.8734 per share (\$567,897.60 total).
    • 96,000 reference securities purchased, maturing 7 February 2028, at \$8.8734 per share (\$851,846.40 total).
  • Key sales include:
    • 2,000 reference securities sold, closing out on 30 October 2026, at \$8.8800 per share (\$17,760.00 total).
    • 4,000 reference securities sold, closing out on 29 October 2027, at \$8.9046 per share (\$35,618.25 total).
    • 8,000 reference securities sold, closing out on 12 January 2028, at \$8.9800 per share (\$71,840.17 total).
    • 28,000 reference securities sold, closing out on 30 September 2026, at \$8.9046 per share (\$249,327.76 total).
    • 334,000 reference securities sold, closing out on 30 September 2027, at \$8.8733 per share (\$2,963,684.00 total).
• Resultant Balance: Following these transactions, the resultant balance of reference securities pertaining to Morgan Stanley & Co., International plc is zero.
• Potential Price Sensitivity: The report indicates significant volume in both purchases and sales of derivatives linked to Bright Smart Securities & Commodities Group Limited, with large notional values involved. The zero resultant balance suggests Morgan Stanley has closed out its positions, which could indicate a shift in confidence or strategic intent relating to the issuer. Investors should be aware that such high-volume dealings, especially in the context of a possible mandatory general offer, may signal upcoming corporate actions or changes in ownership structure that could affect share prices.
• Connection to Offeror: Morgan Stanley & Co., International plc is a Class (5) associate connected with the Offeror, and the dealings were made for its own account. This connection is important for shareholders monitoring potential changes in control or ownership.

What Shareholders Need to Know

• The disclosure is made in the context of a possible mandatory general offer, which can be a significant event for the company and its shareholders. Such an offer typically occurs when an entity acquires a substantial stake, triggering regulatory requirements to make an offer to other shareholders.
• The substantial volume and value of the derivatives traded by Morgan Stanley & Co., International plc may be indicative of impending corporate activity, such as a takeover or restructuring.
• The prices and timing of these transactions could be used by investors to assess market sentiment and potential future share price movements.
• Shareholders should closely monitor further announcements and disclosures related to this offer, as these could affect their investment strategy and the valuation of their shares.

Conclusion

The disclosure of these substantial dealings by Morgan Stanley & Co., International plc in derivatives linked to Bright Smart Securities & Commodities Group Limited is notable due to the volume, value, and timing in relation to a possible mandatory general offer. Investors should view this as a potentially price-sensitive event and keep abreast of further market developments.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are advised to seek independent professional advice before making any investment decisions. The information presented is based on public disclosures and may be subject to further corporate actions or regulatory filings.

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