FinVolution Group (“FinVolution” or the “Company”) (NYSE: FINV), a leading fintech platform in China, Indonesia and the Philippines, today announced the completion of its offering (the “Notes Offering”) of convertible senior notes in an aggregate principal amount of US$150 million due 2030 (the “Notes”), including the initial purchasers’ full exercise of option to purchase an additional US$20 million in aggregate principal amount of the Notes. The Notes have been offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
The Company plans to use the net proceeds from the Notes Offering for (i) international business expansions, (ii) replenishment of working capital, and (iii) funding the repurchase of American Depositary Shares (“ADSs”) of the Company concurrently with the pricing of the Notes, from certain purchasers of the Notes in off-market privately negotiated transactions effected through one of the initial purchasers or its affiliates, as the Company’s agent, pursuant to the Company’s existing share repurchase programs announced in August 2023 and March 2025.
The Notes will be senior, unsecured obligations of the Company and bear interest at a rate of 2.50% per year, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2026. The Notes will mature on July 1, 2030 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.
The initial conversion rate of the Notes is 80.8865 ADSs per US$1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately US$12.36 per ADS.
The Notes, the ADSs deliverable upon conversion of the Notes, if any, and the Class A ordinary shares represented thereby have not been and will not be registered under the Securities Act, or any securities laws of any other places. They may not be offered or sold within the United States or to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under 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.
