HONG KONG / ACCESS Newswire / March 3, 2025 / Innovative supply chain management service provider - Ficus Technology Holdings Limited ("Ficus Technology" or the "Company", together with its subsidiaries, the "Group") is pleased to announce that on 3 March 2025, the Company entered into a subscription agreement (the "Subscription Agreement") with Arena Business Solutions Global SPC II, Ltd, (the "Investor"), for a commitment amount of up to US$100.0 million.
Subscription Agreement
At any time during the Subscription Agreement, the Company may, subject to certain conditions, require the Investor to subscribe for Shares by delivering an Advance Notice. The amount specified in each notice will be determined by the Company and will not exceed the lesser of: i) US$5.0 million, or ii) the amount equal to 40% of the average daily value traded of the Shares on the 10 trading days preceding an Advance Notice. The subscription price will be equal to not less than 80% of the higher of:
the closing sale price of the Shares on the date of the Settlement Document; and
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; and
the date on which the subscription price is fixed.
Use of Proceeds
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, and the provision of supply chain management solutions;
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; and
Strengthen the Group's working capital.
Commitment Fee Shares
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;
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.
About the Investor
Arena Business Solutions Global SPC II, Ltd., an affiliate of Arena Investors, LP, is 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, and a team of over 180 employees in offices globally, Arena provides creative solutions for those seeking capital across all corporate, real estate, and structured finance investment areas, at all levels of the capital structure, and in all developed markets, alongside operational capabilities to manage and improve businesses. The firm brings individuals with decades of experience, a track record of comfort with complexity, the ability to deliver within time constraints, and the flexibility to engage in transactions and business operations that cannot be addressed by banks and other conventional financial institutions. See www.arenaco.com for more information.
About Ficus Discovery
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 highlight their shared vision for innovative supply chain management solutions as well as the potentials of Ficus Discovery. In addition, the subscription arrangement also offers significant flexibility, allowing the Company to request advances as needed, rather than drawing down the entire facility at once. By opting to pay the commitment fee in the form of Commitment Fee Shares instead of cash, the Company can also retain its cash for other operational needs or investment opportunities."
"As we secured such substantial funding, we will strive to enhance our anti-counterfeit, traceability, and marketing capabilities across a broader range of products. It also allows us to add new features and increase the adoption of our Ficus Discovery platform. We believe these initiatives will strengthen our role in the supply chain, attract more offline outlets and users to adopt our solutions, and in turn, establish a solid foundation for future financial success."
About Ficus Technology Holdings Limited（8107.HK)
Ficus Technology Holdings Limited is an innovative supply chain management service provider, mainly focusing on the sales of apparel and related products along with the provision of relevant supply chain management services. The Group's advanced supply chain management services include anti-counterfeit, traceability, and marketing functions, capable of protecting brand equity for both apparel and other products.
This press release is issued by DLK Advisory Limited on behalf of Ficus Technology Holdings Limited.
CONTACT:
Catherine Yu
catherineyu@dlkadvisory.com
+852 2584 8735
SOURCE: DLK Advisory Limited
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