Benzinga | Oct 27, 2020 06:17AM EDT

PINTEC Announces RMB400M Financing Under Equity Transfer Agreements

BEIJING, Oct. 27, 2020 /PRNewswire/ -- Pintec Technology Holdings Limited (NASDAQ:PT) ("PINTEC" or the "Company"), a leading independent technology provider enabling financial services in China, today announced that Pintec (Yinchuan) Technology Co., Ltd. (the "Transferee"), a wholly-owned subsidiary of the Company, entered into certain equity transfer agreements (the "Agreements"), pursuant to which Ningxia Fengyin Enterprise Management Consulting LLP (the "Transferor") agreed to transfer all the outstanding equity interests in Yinchuan Chuanxi Technology Co., Ltd. ("Chuanxi Technology"), to the Transferee, in exchange for a total consideration of RMB400,000,000 (the "Consideration"). The parties agreed that Chuanxi Technology shall have an aggregate of no less than RMB400,000,000 in its bank account which is available for use at a specific date to be agreed by the parties. The transactions under the Agreements were closed on October 22, 2020.

The terms of the Consideration include the following features:

* The full Consideration must be repaid by the Transferee within 20 days after the third anniversary of the closing date as defined under the Agreements (the "Closing Date").

* To satisfy the payment obligation for the Consideration, the Company shall issue a warrant (the "Warrant") to an entity designated by the Transferor to subscribe in a private placement, for 320,036,576 class A ordinary shares of the Company, par value US$0.000125 per share (the "Warrant Shares").

* The number of Warrant Shares is calculated by the U.S. dollar equivalent of the Consideration divided by US$0.1857 per share, which is equivalent to US$1.30 per American depositary share (each an "ADS"), representing approximately a 25.0% premium to the 45-day volume weighted average price of the ADSs.

* The Warrant is exercisable immediately at the par value per Warrant Share and will expire on the third anniversary of the issuance date.

* If the Warrant is fully exercised before its expiration date, the Transferee will be released from the obligation to pay the Consideration.

* If the Warrant is not fully exercised before its expiration date, the Transferee will be required to pay the portion of the Consideration not reflected by the Warrant Shares (to the extent exercised) within 20 days after the expiration date of the Warrant. The Transferee is also obligated to pay an annual interest of 8.75% for any unpaid portion of the Consideration on a quarterly basis.

* In connection with this transaction, the Transferee will cause its affiliates to pledge all equity interests of a subsidiary of the Company to the Transferor or a party designated by the Transferor within 20 days of the Closing Date.

Mr. Steven Sim, Chief Financial Officer of PINTEC, stated, "We are pleased to have successfully completed this financing even under the current challenging environment, and we appreciate the investors' confidence in our business innovation. This transaction supports our strategic transformation, and the funds are intended for investment and acquisition in digital technology services, as well as general corporate purposes. We will continue to optimize our industry-leading tools and provide best-of-class solutions to digitally empower the way our partners conduct business in the financial markets. Finally, the cash injection from this transaction will further solidify our liquidity position, strengthen our balance sheet, and enhance our financial flexibility."