By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.
This announcement is not an offer of securities for sale or the solicitation of an offer to buy securities in the United States or in any country or jurisdiction in which any such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such country or jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and will contain detailed information about the Company and management, as well as financial statements. The Company has not registered and does not intend to register any of the Notes in the United States.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01628) PROPOSED ISSUANCE OF SENIOR NOTES
The Company proposes to conduct the Proposed Notes Issue. Completion of the Proposed Notes Issue is subject to market conditions and investor interest. Pricing of the Notes, including the aggregate principal amount, the Offer Price and interest rates, will be determined through a book building exercise to be conducted by BOC International, Citi, Deutsche Bank and HSBC as the joint bookrunners and joint lead managers. Upon finalization of the terms of the Notes, BOC International, Citi, Deutsche Bank, HSBC and the Company, among others, will enter into the Purchase Agreement. If the Notes are issued, the Company currently intends to use the proceeds of the Notes to repay certain of its existing indebtedness, fund the acquisition of land for residential and commercial property development (including through the acquisition of equity interests in entities that own development sites or assets) and for general corporate purposes. The Company may adjust its plans in response to changing market conditions and, thus, may reallocate the use of
proceeds from the Proposed Notes Issue.
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The Company will seek a listing of the Notes on the Stock Exchange. A confirmation of the eligibility for the listing of the Notes has been received from the Stock Exchange. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes.
As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialize. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcements in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed. THE PROPOSED NOTES ISSUE Introduction
The Company proposes to conduct the Proposed Notes Issue. Completion of the Proposed Notes Issue is subject to market conditions and investor interest. Pricing of the Notes, including the aggregate principal amount, the Offer Price and interest rates, will be determined through a book building exercise to be conducted by BOC International, Citi, Deutsche Bank and HSBC. The Notes, if issued, will be repayable at maturity, unless earlier redeemed or repurchased pursuant to their terms. The Notes are expected to be secured by pledges over the shares in certain of the Company's subsidiaries. The shares of certain of the Company's subsidiaries that are incorporated outside the PRC have previously been charged for the benefit of holders of the China Life Bonds, holders of the
2017 Notes, holders of the 2018 Notes and lenders to the Term Loan Facility. Holders of the Notes are expected to have the benefit of this collateral and the trustee of the Notes is expected to enter into an accession agreement to the intercreditor agreement concurrently with the issuance of the Notes. As at the date of this announcement, the amount, terms and conditions of the Proposed Notes Issue have yet to be determined. Upon finalization of the terms of the Notes, BOC International, Citi, Deutsche Bank, HSBC and the Company, among others, will enter into the Purchase Agreement, pursuant to which BOC International, Citi, Deutsche Bank and HSBC will be the initial purchasers of the Notes. Further announcements in respect of the Proposed Notes Issue will be made by the Company should the Purchase Agreement be signed.
The Proposed Notes Issue will only be offered by BOC International, Citi, Deutsche Bank and HSBC outside the United States, in compliance with Regulation S under the Securities Act. None of the Notes will be offered to the public in Hong Kong and none of the Notes will be placed to any connected persons of the Company.
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Information about the Group
The Group is one of the leading Fujian-based property developers and consistently appears in
the "Top 100 China Real Estate Enterprises("
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