Fairson Holdings Limited (SEHK:8132) announced a best-efforts private placement of convertible bonds for gross proceeds of HKD 155,000,000 on December 20, 2013. The bonds will bear interest at a rate of 12.5% per annum payable in two installments, with the first payment to be made on 12 months after issuance and second payment to be made on maturity date. The bonds will be convertible after 12 months from issuance, into 65,400,843 shares at a conversion price of HKD 2.37 per share, which will represent 8.36% stake in the company. The bonds will have a term of 18 months. The transaction will include participation from not less than six placees. The bonds will be issued in multiples of principal amount of HKD 100,000 with a minimum principal amount of each convertible bond of HKD 1,500,000. The transaction will be completed in tranches. Each tranche shall be of a principal amount of HKD 10,000,000 or any multiple of HKD 100,000. The company will receive net proceeds of HKD 153,450,000. Huatai Financial Holdings (Hong Kong) Limited will act as placement agent to the company. The agent will receive 1% of the principal amount for commission. The company may redeem all or part of the outstanding convertible bonds together with interest accrued up to the date fixed for redemption at any time before the maturity date, by giving not less than two business days' notice to the holders of the bonds. Any principal amount of the bonds which has not been redeemed or converted by the maturity date shall be converted into the shares on the maturity date or in the event that the conversion of the bonds will trigger a mandatory offer obligation under the Takeovers Code, be redeemed by the company on the maturity date at a redemption amount equal to 100% of the principal amount of the outstanding convertible bonds. The placing period will commence upon execution of the agreement ending on February 27, 2014. The transaction may be terminated by either of the parties if the conditions precedent is not fulfilled by placing period end date.

On January 6, 2014, the company announced that it has amended the terms of the transaction. The placing period will now end on January 22, 2014.

On January 24, 2014, Fairson Holdings Limited closed the transaction. The company has received net proceeds of HKD 54,950,000 in the transaction.