BEIJING, Aug. 10, 2019 /PRNewswire/ -- MMTEC, Inc. (Nasdaq:MTC) ("MMTec" or the "Company") a China based technology company that provides access to the U.S. financial markets, announced the creation of a Cayman Investment fund (the "Fund") that is sponsored by, and will be managed by MM Capital, a wealth management subsidiary of the Company. The fund will effect a proposed private offering (the "Notes Offering") of US$120 million in aggregate principal amount of convertible senior notes due 2025 (the "Notes"), subject to market and other conditions including compliance with US, Cayman and BVI law and Nasdaq Additional Listing Requirements.
The Fund intends to use the net proceeds from the Notes Offering to acquire a yet-to-be determined clearing broker-dealer in the United States and to invest in other yet-to-be determined China-based new economy businesses. The proceeds will not be used for the operations or research and development of the Company.
The Notes will be senior, unsecured obligations of the Fund. The Notes will mature on April 10, 2025 and will be convertible by the holders, in whole or in part, into the Company's Common Shares at $8.50 per share, subject to traditional anti-dilution adjustment, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Interest on the Notes will be payable at maturity.
The Fund will engage independent auditors to audit the assets of the Fund annually. If the net asset value is less than 85% of the value at the time of acquisition, each Note holder will be able to require that the Fund to repay of all or part of the Notes in cash with interest, or that the Company convert the Notes into the Company's Common Shares. If the assets in the Fund are not adequate to pay the Notes then the Company will be obligated to fund those payments of the Notes.
In addition, after the Note maturity date, the Fund will liquidate; Note holders who convert their Notes into shares of the Company's Common Shares will receive distributions of the Fund's income (if any) in an amount equal to their pro rata share of 50% of the Fund's after deducting 2% of the company's annual management fee; and Noteholders that elect to have their Notes paid in cash will receive an additional payment from the Fund in an amount equal to their pro rata share of 20% of the Fund's income after deducting the 2% management fee. The net assets after distributions will be transferred to the Company upon liquidation of the Fund.
The Notes will not be offered in the United States. The Notes will be offered to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the "Securities Act") and under applicable foreign law. The Notes, and the Shares deliverable upon conversion of the Notes have not been and will not be registered under the Securities Act or the securities laws of any other place and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
ABOUT MMTEC, INC.
Headquartered in Beijing, China, our Company was founded on January 4, 2018. We have developed and deployed a series of platforms, including the ETN Counter Business System, the PTN Private Fund Investment Management System, the Personal Mobile Transaction Client System, the PC Transaction Client System, the Individual and Institutional Integrated Account Management System, and the Quantitative Investment Transaction Platform, which comprise a business chain that enables Chinese language speaking hedge funds, mutual funds, registered investment advisors, proprietary trading groups, and brokerage firms to engage in securities market transactions and settlements globally. For additional information about the Company please refer to its corporate website at http://www.51mm.com.
FORWARD-LOOKING STATEMENTS
This press release may contain certain "forward-looking statements" relating to the business of MMTEC, Inc. and its subsidiary companies. All statements other than statements of historical fact included herein are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's ability to meet its projected output for the term of the supply contract; the general ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company and its subsidiaries; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and uånknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
For more information please contact:
China Investor Relations:
Fan Wang
E-Mail: wangfan@xgujia.com
Tel: +86 10 5617 2312
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