iClick Interactive Asia Group Limited (“iClick” or the “Company”) (NASDAQ: ICLK), an independent online marketing and enterprise data solutions provider in China, today announced the closing of the sale at par of US$20 million in aggregate principal amount of a three-year convertible note (the “Note”) due November 11, 2022 to Marine Central Limited, a non-U.S. person, in an offshore transaction exempt from registration with the U.S. Securities and Exchange Commission under Regulation S of the U.S. Securities Act of 1933, as amended. Marine Central Limited’s purchase of the Note is backed by Mr. Tak Cheung Yam (“Mr. Yam”).
The Note will bear interest at a rate of 5.0% per annum and will be convertible at the option of the holder into the Company’s American depositary shares (“ADSs”), each representing one-half of an ordinary share of the Company. The conversion will be eligible following a 12-month lockup period, with the conversion price set at the lower of a fixed price of US$4.30 or the VWAP (volume weighted average price) of the ADSs over a certain period plus a premium equal to 10% of this VWAP, each subject to adjustments upon the occurrence of certain events. A holder may require the Company to redeem its Note upon a change of control of the Company. The Note is also callable at the option of the Company upon payment of the applicable redemption price. The Company intends to use the net proceeds of the Note primarily for continued investment in the Company’s enterprise solutions and other new businesses.
“We are pleased to welcome Mr. Yam, the majority shareholder of Forbes Media LLC and the owner of Integrated Asset Management, a leading private investment firm in Hong Kong, with main focus in South-East Asia Region, as one of our key investors,” said Sammy Hsieh, co-founder and CEO of iClick. “The premium given to the conversion price shows the conviction these new investors have in iClick. The enterprise solutions product suite is already making significant contribution to our business and will play a key role in fueling the Company’s future growth.”
iClick’s enterprise solutions help clients collect, integrate and analyze both online and offline consumer data to drive up sales and operational efficiency, tapping into the ‘Smart Retail’ opportunities in China, a market with a potential of over US$8 trillion by 2021. iClick already has successful case studies for a number of signature clients including a global oil and gas company, a leading tourism group in China and a number of consumer goods corporations.
“We believe that the relationships we are gaining from the Note issuance will eventually evolve into substantial synergies beyond a pure financial investment,” concluded Mr. Hsieh.
The Notes, the ADSs deliverable upon conversion of the Notes and the ordinary shares represented thereby, have not been registered under the Securities Act or any state securities laws and are subject to restrictions on transferability and resale. They may not be transferred or resold absent registration or an applicable exemption from registration as permitted under the Securities Act and other applicable securities laws.
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.