FDB Holdings Limited (01826) has announced a non-underwritten rights issue to raise up to HK$79.90 million before expenses.
Key terms • Basis: One rights share for every two existing shares held on the record date (17 June 2026). • Subscription price: HK$0.10 per rights share, representing a 20.6 % discount to the 29 May 2026 closing price of HK$0.126. • Size: Up to 799.20 million new shares, equal to 50.00 % of the current issued share capital and 33.33 % of the enlarged capital. • Gross proceeds: HK$79.90 million; estimated net proceeds: HK$79.10 million (net subscription price of HK$0.099). • Structure: Non-underwritten, no excess application. Unsubscribed and non-qualifying portions will be placed by Gransing Securities on a best-effort basis; any rights shares remaining unsold will be cancelled, reducing the final issue size. • Eligibility: Available only to qualifying shareholders whose names appear on the register at close of business 17 June 2026.
Timetable highlights (2026) • Last cum-rights trading day: 8 June • Ex-rights trading: from 9 June • Nil-paid rights trading: 23–30 June • Latest time for acceptance and payment: 6 July • Placing of unsubscribed rights: 9–16 July • Results announcement: 21 July • Fully-paid rights shares begin trading: 23 July
Use of proceeds (HK$79.10 million) 1. 35 % (HK$27.70 million) – upfront performance-bond payments for overseas EPC projects. 2. 35 % (HK$27.70 million) – initial construction and procurement costs for those projects, including a prospective US$50 million power-plant contract in Kazakhstan. 3. 10 % (HK$7.90 million) – establishment of overseas offices. 4. 10 % (HK$7.90 million) – recruitment and manpower expansion. 5. 10 % (HK$7.90 million) – general working capital. Management targets full utilisation by 31 December 2027.
Shareholding impact If fully taken up, existing major holders Masterveyor Holdings (27.16 %), Wodafeng Ltd (24.58 %) and Gentle Soar (13.12 %) will maintain their percentages. If no shareholders subscribe and all rights shares are placed, public investors could hold 33.33 % of the enlarged share capital, diluting current stakes accordingly.
Regulatory position The offer is exempt from shareholder approval under Listing Rule 7.19A(1) as it increases share capital by less than 50 %. The theoretical dilution effect is 6.9 %, within the 25 % threshold of Rule 7.27B.
Risk reminder The rights issue is subject to several conditions, including Hong Kong Stock Exchange approval and the Placing Agreement remaining in force. Because the issue is non-underwritten, any shortfall will reduce proceeds and may dilute non-participating shareholders’ stakes. Trading in nil-paid rights and existing shares prior to completion carries the risk that the transaction may not proceed.