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 offer to acquire, purchase or subscribe for securities.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes to be issued have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only outside the United States and, in certain circumstances, to non-U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in compliance with Regulation S under the Securities Act ("Regulation S").
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6066)
VOLUNTARY ANNOUNCEMENT
PRICING OF US$500,000,000 INITIAL ISSUANCE OF NOTES
UNDER THE US$3,000,000,000
GUARANTEED MEDIUM TERM NOTE PROGRAMME
BY CSCIF ASIA LIMITED
Reference is made to the Company's announcement dated 21 July 2020 in relation to establishment of the US$3,000,000,000 guaranteed medium term note programme by the Issuer, an indirect wholly-owned subsidiary of the Company. The Board is pleased to announce that on 28 July 2020, the Issuer, the Company and the Joint Lead Managers entered into the Subscription Agreement with respect to the issuance of notes in an aggregate principal amount of US$500,000,000 under the Programme, which are issued in reliance on Regulation S under the U.S. Securities Act.
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ISSUANCE UNDER THE US$3,000,000,000 GUARANTEED MEDIUM TERM NOTE PROGRAMME BY THE ISSUER GUARANTEED BY THE COMPANY
Reference is made to the Company's announcement dated 21 July 2020 in relation to establishment of the US$3,000,000,000 guaranteed medium term note programme by the Issuer, an indirect wholly-owned subsidiary of the Company.
The Board is pleased to announce that on 28 July 2020, the Issuer, the Company and the Joint Lead Managers entered into the Subscription Agreement with respect to the issuance in an aggregate principal amount of US$500,000,000, which are issued in reliance on Regulation S under the U.S. Securities Act.
PRINCIPAL TERMS OF THE NOTES
Issuer | : | CSCIF Asia Limited |
Guarantor | : | CSC Financial Co., Ltd. ( 中信建投証券股份有限公司) |
Joint Lead Managers | : | China Securities (International) Corporate Finance Company Limited, |
China CITIC Bank International Limited, The Hongkong and Shanghai | ||
Banking Corporation Limited, Barclays Bank PLC, Industrial and | ||
Commercial Bank of China (Asia) Limited, ABCI Capital Limited, | ||
Bank of Communications Co., Ltd. Hong Kong Branch, Bank of China | ||
Limited, BOCOM International Securities Limited, CCB International | ||
Capital Limited, China Construction Bank (Asia) Corporation Limited, | ||
China Minsheng Banking Corp., Ltd., Hong Kong Branch, CMB | ||
International Capital Limited, CMB Wing Lung Bank Limited, CMBC | ||
Securities Company Limited, Daiwa Capital Markets Singapore | ||
Limited, Merrill Lynch (Asia Pacific) Limited, Mizuho Securities Asia | ||
Limited, Shanghai Pudong Development Bank Co., Ltd., Hong Kong | ||
Branch, SPDB International Capital Limited and Standard Chartered | ||
Bank | ||
Term | : | 5 years |
Issue Size | : | US$500,000,000 |
Issue Price | : | 99.938% of the aggregate principal amount |
Coupon | : | 1.75% per annum |
Maturity Date | : | 4 August 2025 |
Pricing Date | : | 28 July 2020 |
Issue Date | : | 4 August 2020 |
The Issuer and the Company currently intend to use the net proceeds from the Notes for general corporate purposes and to refinance our existing indebtedness.
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An application has been made by the Issuer and the Company to the Stock Exchange for the listing of and permission to deal in the Notes by way of debt issues to professional investors (as defined under the SFO) only on the Stock Exchange. The listing of the Notes is expected to become effective on or around 5 August 2020.
Completion of the Subscription Agreement is subject to the satisfaction, or waiver, of the conditions precedent. In addition, the Subscription Agreement may be terminated by the Joint Lead Managers under certain circumstances. As the Subscription Agreement may or may not be completed and the issuance of the Notes may or may not proceed, shareholders of the Company and potential investors are reminded to exercise caution when dealing in the securities of the Company.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following expressions shall have the following meanings:
Term | Definition |
"Board" | the board of directors of the Company |
"Company" | CSC Financial Co., Ltd. ( 中 信 建 投 証 券 股 份 有 限 公 司), a joint stock |
company incorporated in the People's Republic of China with limited liability | |
"Hong Kong" | the Hong Kong Special Administrative Region of the People's Republic of |
China | |
"Issuer" | CSCIF Asia Limited, a BVI business company incorporated with limited |
liability in the British Virgin Islands and an indirect wholly-owned subsidiary of | |
the Company | |
"Joint Lead Managers" | China Securities (International) Corporate Finance Company Limited, China |
CITIC Bank International Limited, The Hongkong and Shanghai Banking | |
Corporation Limited, Barclays Bank PLC, Industrial and Commercial Bank | |
of China (Asia) Limited, ABCI Capital Limited, Bank of Communications | |
Co., Ltd. Hong Kong Branch, Bank of China Limited, BOCOM International | |
Securities Limited, CCB International Capital Limited, China Construction Bank | |
(Asia) Corporation Limited, China Minsheng Banking Corp., Ltd., Hong Kong | |
Branch, CMB International Capital Limited, CMB Wing Lung Bank Limited, | |
CMBC Securities Company Limited, Daiwa Capital Markets Singapore Limited, | |
Merrill Lynch (Asia Pacific) Limited, Mizuho Securities Asia Limited, Shanghai | |
Pudong Development Bank Co., Ltd., Hong Kong Branch, SPDB International | |
Capital Limited and Standard Chartered Bank |
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"Notes" | US$500,000,000 1.75 per cent. notes due 2025 issued by the Issuer and |
guaranteed by the Company under the Programme | |
"PRC" | the People's Republic of China excluding, for the purpose of this announcement, |
Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan | |
"Programme" | the US$3,000,000,000 guaranteed medium term note programme established by |
the Issuer on 21 July 2020 | |
"Regulation S" | Regulation S under the U.S. Securities Act of 1933, as amended |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as |
amended from time to time | |
"Shareholders" | shareholders of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Subscription Agreement" | the subscription agreement dated 28 July 2020 entered into among the Issuer, |
the Company and the Joint Lead Managers in relation to the subscription of the | |
Notes | |
"U.S." or "United States" | the United States of America |
"U.S. Securities Act" | the United States Securities Act of 1933, as amended from time to time |
"US$" | United States dollars, the lawful currency of the United States |
By order of the Board | |
CSC Financial Co., Ltd. | |
Wang Changqing | |
Chairman | |
Beijing, the PRC | |
29 July 2020 |
As at the date of this announcement, the executive Directors of the Company are Mr. WANG Changqing and Mr. LI Geping; the non-executive Directors of the Company are Mr. YU Zhongfu, Ms. ZHANG Qin, Ms. ZHU Jia, Mr. WANG Xiaolin, Mr. WANG Hao, Mr. WANG Bo and Mr. XU Gang; and the independent non-executive Directors of the Company are Mr. FENG Genfu, Ms. ZHU Shengqin, Mr. DAI Deming, Mr. BAI Jianjun and Mr. LIU Qiao.
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CSC Financial Co. Ltd. published this content on 29 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2020 22:10:11 UTC