공시 • Jan 31
GDS Holdings Limited announced that it expects to receive $300 million in funding
GDS Holdings Limited announced a private placement of Series B Convertible Preferred Shares to raise gross proceeds of $ 300,000,000 on January 30, 2026. The transaction involves participation from Chinese institutional and new investor Huatai Capital Investment Limited. The convertible preferred shares will be convertible into GDS’s Class A ordinary shares at the option of their holder, at a conversion rate corresponding to a conversion price of approximately $54.43 per GDS’s ADS, representing a premium of approximately 17.5% above its last closing price on January 30, 2026 in Hong Kong, or approximately 30.9% above the volume weighted average price for the 30 trading days immediately preceding the signing date, subject to customary anti-dilution adjustments, such as the issuance of ordinary shares as dividend or a subdivision or combination of ordinary shares. During the first six years from their issuance date, the convertible preferred shares accrue a minimum 3.75% p.a. dividend and as of the sixth anniversary of the issuance date, the convertible preferred shares accrue a 6.75% p.a. minimum dividend, payable quarterly in arrears, in cash only, which dividend rate will further increase by 50 basis points per quarter thereafter for so long as any convertible preferred shares remain outstanding. Upon exercise in full of the conversion rights attached to the convertible preferred shares at the Conversion Price, a total of approximately 512,072 ADSs or 44,096,580 Ordinary Shares representing 2.62% of total outstanding shares of the Company as at the date of this announcement will be issued. The convertible preferred shares will not be convertible at any time on or prior to March 31, 2027. From April 1, 2027 until September 30, 2031, if the last closing price for twenty of thirty days at the end of the calendar quarter is greater than 130% of the conversion price, the holder shall have the right to convert in the following calendar quarter. The convertible preferred shares will not be redeemable before February 6, 2032, except in connection with certain trigger events as described above. On or after February 6, 2032, GDS may redeem all but not part of the convertible preferred shares at its option, at a redemption price per share equal to 100% of their face value, and including accrued and unpaid dividends. The holder shall not transfer title to the Series B convertible preferred shares for so long as it remains outstanding. The convertible preferred shares are to be issued under the general mandate granted to the directors pursuant to the resolutions passed by the shareholders on June 26, 2025 at the annual general meeting of the Company, where the directors were authorized to allot or issue, in the ordinary shares or other equity or equity-linked securities of the Company up to an aggregate 30% of the existing issued share capital of the Company at the date of the annual general meeting. As such, the allotment and issue of the convertible preferred shares is not subject to additional shareholders’ approval. The convertible preferred shares will be unlisted upon issuance. The Holder of the convertible preferred shares have the option to require the Company to repurchase any convertible preferred shares held in the event of a fundamental change at a repurchase price per share equal to 100% of their face value, and including accrued and unpaid dividends. If the holder elects to convert the convertible upon the occurrence of a fundamental change or other redemption rights of the Company the conversion rate will be subject to make-whole adjustments. The transaction is expected to close within five business days, subject to the receipt of customary corporate and regulatory approvals.