Ficus Technology Holdings Limited (8107.HK), a leading provider of innovative supply chain management (SCM) solutions, has entered into a subscription agreement with Arena Business Solutions Global
II, Ltd. (the "Investor"), securing up to US$100.0 million in funding for business development purposes. This strategic move aligns with the company's long-term growth objectives and enhances its financial health and liquidity.
The subscription agreement, signed on 3 March 2025, allows Ficus Technology to access funds in tranches, subject to certain conditions. The company may require the Investor to subscribe for shares by delivering an Advance Notice, with the subscription price being equal to not less than 80% of the higher of the closing sale price of the shares on the date of the Settlement Document or the average closing sale price of the shares in the 5 trading days immediately prior to the earlier of the date of announcement in respect of the Advance, the date of the Settlement Document, or the date on which the subscription price is fixed.
The net proceeds from the subscription agreement will be used to strengthen the Group's sales of innovative anti-counterfeit, traceability, and marketing products and related ancillaries, as well as the provision of supply chain management solutions. Additionally, the funds will be allocated to enhance Ficus Discovery, the e-commerce platform operated by the Group, by expanding its sales channels and strengthening its functions, including online showcasing, online transactions, and product delivery. Lastly, the funds will be used to bolster the Group's working capital, ensuring the company's financial stability and flexibility.
In consideration for the Investor's execution and delivery of the Subscription Agreement, the Company shall issue the Commitment Fee Shares to the Investor, with an aggregate dollar value equal to US$2.0 million under a specific mandate by way of an ordinary resolution. The resolution will be proposed for passing by the independent shareholders of the Company at the EGM in accordance with the GEM Listing Rule.
The Commitment Fee Shares Price of HK$0.60 per Commitment Fee Shares represents a discount of approximately 1.64% to the closing price of HK$0.61 per Share as quoted on the Stock Exchange on 3 March 2025, being the date of the Subscription Agreement. It also represents a premium of approximately 3.09% to the average of the closing price of HK$0.582 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Subscription Agreement, and a premium of approximately 3.81% over the average of the closing price of HK$0.578 per Share as quoted on the Stock Exchange for the last ten consecutive trading days immediately prior to the date of the Subscription Agreement.
The Investor, Arena Business Solutions Global SPC II, Ltd., is an affiliate of Arena Investors, LP, a subsidiary of Arena Investor Group Holdings, LLC ("Arena"). Arena is an institutional asset manager founded in partnership with The Westaim Corporation (TSXV: WED), with approximately $3.5 billion of invested and committed assets under management as of December 31, 2024. Arena provides creative solutions for those seeking capital across all corporate, real estate, and structured finance investment areas, at all levels of the capital
, and in all developed markets, alongside operational capabilities to manage and improve businesses.
Ficus Discovery is a comprehensive electronic commerce platform operated by the Group that offers distinctive properties including anti-counterfeit, traceability, and marketing functions, which are able to boost customer confidence and reinforce the authenticity of the products. Along with its valuable connections with a number of lottery kiosks and local community service centres, the platform is well-positioned to be a trustworthy gateway for brands and manufacturers to access target customers.
Mr. Chan Ting, Chairman and Executive Director of Ficus Technology Holdings Limited, commented: "We are pleased to announce our Subscription Agreement with the Investor, securing up to US$100 million in funding to support our business development. As we receive funding from one of our substantial shareholders through subscription, this not only reflects their ultimate confidence in our management capabilities, but also highlights the potential for growth and success in our innovative supply chain management solutions and e-commerce platform, Ficus Discovery."
In conclusion, Ficus Technology's subscription agreement with Arena Business Solutions Global SPC II, Ltd. is a significant step towards enhancing the company's financial health and liquidity. The funds secured will be used to strengthen the Group's sales of innovative products, enhance its e-commerce platform, and bolster working capital. This strategic move aligns with the company's long-term growth objectives and is expected to have a positive impact on its stock valuation and market position.
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