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6-K 1 tm253381d1_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2025

 

 

 

Commission File Number: 001-39601

 

 

 

MINISO Group Holding Limited

 

8F, M Plaza, No. 109, Pazhou Avenue

Haizhu District, Guangzhou 510000, Guangdong Province

The People’s Republic of China
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x         Form 40-F ¨

 

 

 

 


 

Exhibit Index

 

Exhibit 99.1 — Press Release—MINISO Group Announces Completion of US$550 Million Equity Linked Securities

 

Exhibit 99.2 — Announcement with the Stock Exchange of Hong Kong Limited—Completion of Issue of Equity Linked Securities

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  MINISO Group Holding Limited

 

  By : /s/ Jingjing Zhang
  Name : Jingjing Zhang
  Title : Chief Financial Officer

 

Date: January 15, 2025

 

 

 

EX-99.1 2 tm253381d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

MINISO Group Announces Completion of US$550 Million Equity Linked Securities

 

GUANGZHOU, China, January 14, 2025 /PRNewswire/ -- MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“MINISO”, “MINISO Group” or the “Company”), a global value retailer offering a variety of trendy lifestyle products featuring IP design, today announced the completion of its offering (the “Securities Offering”) of equity linked securities due 2032 in the aggregate principal amount of US$550 million (the “Securities”). Security holders may exchange their Securities for cash at any time on or after the date which is six years after the closing date to the date falling 10 scheduled trading days prior to the maturity date (both days inclusive).

 

In connection with the Securities Offering, the Company has entered into lower strike call and upper strike warrant (collectively, the “Call Spread Transactions”) with the managers of the Securities Offering. The Securities and the lower strike call will be settled wholly in cash and the Company may issue ordinary shares (the “Shares”) only under the upper strike warrant. This overall structure will enable the Company to raise funds in a form similar to convertible debt securities, whilst deferring potential dilution to a higher effective exercise price (with an upper strike exercise price of HK$102.10 per Share), converted at a pre-determined exchange rate for U.S. dollars, which represents a premium of 100% over the closing price of the Share of HK$51.05 per Share quoted on the Hong Kong Stock Exchange (the “HKEX”) on January 6, 2025 (the “Stock Reference Price”).

 

The Securities constitute direct, unconditional, unsubordinated and (subject to the terms and conditions of the Securities) unsecured obligations of the Company and bear interest at a rate of 0.5% per year, payable semiannually in arrears on January 14 and July 14 of each year, beginning on July 14, 2025. The Securities will mature on January 14, 2032, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date. The Securities will be exchanged into cash only. The exercise price at which the Securities will be exchanged will initially be HK$64.395 per Share, representing a premium of 26.1% over the Stock Reference Price. The exercise price of the Securities is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. In addition, following certain fundamental changes that occur prior to the maturity date and during the exercise period of the Securities, the Company will, in certain circumstances, reduce the exercise price in accordance with the terms and conditions of the Securities.

 

The Company has received approval in-principle from the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing and quotation of the Securities on the Official List of the SGX-ST.

 

The Securities have been offered to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Securities have not been and will not be registered under the Securities Act or securities laws of any other places. They may not be offered or sold within the United States or to U.S. persons, except pursuant to an exemption from the registration requirements of the Securities Act.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

 

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About MINISO Group

 

MINISO Group is a global value retailer offering a variety of trendy lifestyle products featuring IP design. The Company serves consumers primarily through its large network of MINISO stores, and promotes a relaxing, treasure-hunting and engaging shopping experience full of delightful surprises that appeals to all demographics. Aesthetically pleasing design, quality and affordability are at the core of every product in MINISO’s wide product portfolio, and the Company continually and frequently rolls out products with these qualities. Since the opening of its first store in China in 2013, the Company has built its flagship brand “MINISO” as a globally recognized consuming brand and established a massive store network worldwide. For more information, please visit https://ir.miniso.com/.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,”, “potential,” “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain forward-looking statements. MINISO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”) and the HKEX, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about MINISO’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: MINISO’s mission, goals and strategies; future business development, financial conditions and results of operations; the expected growth of the retail market and the market of branded variety retail of lifestyle products in China and globally; expectations regarding demand for and market acceptance of MINISO’s products; expectations regarding MINISO’s relationships with consumers, suppliers, MINISO Retail Partners, local distributors, and other business partners; competition in the industry; proposed use of proceeds; and relevant government policies and regulations relating to MINISO’s business and the industry. Further information regarding these and other risks is included in MINISO’s filings with the SEC and the HKEX. All information provided in this press release and in the attachments is as of the date of this press release, and MINISO undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

Investor Relations Contact:

 

MINISO Group Holding Limited

Email: ir@miniso.com

Phone: +86 (20) 36228788 Ext.8039

 

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EX-99.2 3 tm253381d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2 

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

This announcement appears for information purposes only and is not intended to and does not constitute, or form part of, any offer to purchase or subscribe for or an invitation to purchase or subscribe for any securities of the Company, in any jurisdiction, whether in Hong Kong or the United States or elsewhere, nor shall there be any sale, issuance or transfer of securities of the Company in any jurisdiction in contravention of applicable law. The securities have not been and will not be registered in Hong Kong or under the United States Securities Act 1933, and may not be offered or sold in Hong Kong or the United States absent registration or an exemption from registration. Any public offering of securities to be made in Hong Kong or the United States will be made by means of a prospectus that may be obtained from the Company and will contain detailed information about the Company and management, as well as financial statements. The Company does not intend to register any of the securities in Hong Kong or the United States.

 

This announcement is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the applicable laws or regulations of such jurisdiction.

 

 

 

MINISO Group Holding Limited

名創優品集團控股有限公司

(A company incorporated in the Cayman Islands with limited liability)

(Stock code: 9896)

 

COMPLETION OF ISSUE OF EQUITY LINKED SECURITIES

 

Placing Banks

 

 

 

Reference is made to the announcement of MINISO Group Holding Limited (the “Company”) dated January 7, 2025 (the “Initial Announcement”). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as those defined in the Initial Announcement.

 

The Company is pleased to announce the completion of its issue of the Equity Linked Securities in the principal amount of US$550,000,000.

 

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In connection with the Transaction, the Company has applied for and received:

 

(a) approval in-principle from the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of the Equity Linked Securities on the Official List of the SGX-ST; and

 

(b) approval from the Listing Committee of the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Upper Strike Shares issuable under the Upper Strike Warrant.

 

The Equity Linked Securities were offered to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act of 1933 who are not members of the “public” (within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of the Laws of Hong Kong). All placees of the Equity Linked Securities were independent third parties and not connected persons of the Company.

 

Shareholders and potential investors are urged to exercise caution when dealing in the securities of the Company.

 

  By Order of the Board
  MINISO Group Holding Limited
Mr. YE Guofu
  Executive Director and Chairman

 

Hong Kong, January 14, 2025

 

As of the date of this announcement, the board of directors of the Company comprises Mr. YE Guofu as an executive Director, Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.

 

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