Sunpower Group (5GD) SGM 2025 Presentation summary

Rationale for the rights issue

• Existing bonds totaling approximately US$130 million are maturing in 2025, with partial redemptions already reducing the outstanding amount to about US$71.88 million.

• Rights issue is intended to raise funds to fully repay the remaining bond liabilities and avoid default, as alternative funding would need to be sought if the issue fails.

• Rights issue structure offers funding certainty due to irrevocable undertakings from key parties, reducing reliance on external financing.

• Shareholders are given the opportunity to participate in the company’s equity at a discount and benefit from coupon payments.

• Conversion of bonds to shares could strengthen the financial position by extinguishing redemption obligations.

Salient terms of the rights issue

• Entitled shareholders can subscribe for 125 convertible bonds per 1,000 shares held, with the issue not underwritten but backed by irrevocable undertakings.

• Maximum net proceeds expected are about S$98.51 million, primarily for bond repayment, with any surplus for working capital.

• Convertible bonds are issued at S$1.00 each, convertible at S$0.25 per share, a 9.09% discount to the last closing price.

• Bonds mature in five years, pay 7% annual coupon, and can be converted into shares after 60 days from issue date until 15 business days before maturity.

• Bondholders may nominate up to two board members and receive additional interest if excess cash dividends are paid.

Comparison with existing convertible bonds

• New bonds have a lower conversion price (S$0.25 vs. S$0.50/0.60), higher coupon (7% vs. 2.5%), and no redemption yield-to-maturity or specific default redemption terms.

• Excess cash dividend mechanism remains unchanged from previous bonds.