Kaisa seeks noteholder consent for share-based interest payments

Kaisa Group Holdings Ltd. commenced a consent solicitation on December 2, 2025, from eligible noteholders to amend its indentures. The primary purpose is to allow for the payment of minimum cash interest on outstanding notes due December 28, 2025, in shares instead of cash. The company may also elect to pay minimum cash interest due June 28, 2026, and December 28, 2026, in shares. This move is part of a broader strategy to optimize its debt structure and improve liquidity.

The consent solicitation will expire at 4:00 p.m. London time on December 17, 2025. Eligible holders who validly deliver consent by this deadline will receive a cash consent fee of approximately 0.5% of the aggregate minimum cash interest on the relevant series of notes payable on December 28, 2025, June 28, 2026, and December 28, 2026.

The proposed December 2025 interest payment involves allotting 365,753,466 shares, representing approximately 4.01% of the existing issued share capital, at an issue price of HK$0.5 per share. This issue price represents a premium of approximately 313.2% over the closing price of HK$0.121 per share on the last trading date. The June 2026 and December 2026 interest payments, if elected as shares, would involve 739,582,599 and 760,169,904 shares, respectively.