Smoore International invests $80m in Morgan Stanley notes

Smoore International Holdings Limited has entered into two separate note subscription agreements with Morgan Stanley Finance LLC, a wholly-owned subsidiary of Morgan Stanley. On October 28, 2025, the company subscribed for $20m in USD Callable Zero Coupon Notes, followed by an additional $60m in similar notes on October 31, 2025. These subscriptions, totaling $80m, are funded by the group's existing cash reserves and free cash flow.

The notes carry different redemption terms and interest rates. The October 28 subscription offers $13,745 per note at maturity (equivalent to 5.35% per annum), while the October 31 subscription offers $13,808 per note (equivalent to 5.44% per annum). Both sets of notes mature in November 2032 and are senior unsecured. The issuer retains the right for early redemption on specified dates.

Given that the two subscriptions occurred within 12 months and with the same party, they are aggregated under Listing Rule 14.22. As one of the applicable percentage ratios for the combined subscriptions exceeds 5% but is less than 25%, this constitutes a discloseable transaction for Smoore International, requiring reporting and announcement but exempt from shareholder approval.