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 does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein will not be registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.

China Logistics Property Holdings Co., Ltd

中 國 物 流 資 產 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1589) ISSUANCE OF US$100,000,000 8% SENIOR NOTES DUE 2020

Reference is made to the announcement of the Company dated 25 July 2017 in respect of the proposed Notes Issue.

On 1 August 2017, the Company and the Subsidiary Guarantors entered into the Purchase Agreement with ABC International, AMTD, Bank of America Merrill Lynch, CCB International, China Everbright Securities (HK), China Industrial Securities International, Credit Suisse, Deutsche Bank, Haitong International, UBS and Yue Xiu Securities in connection with the Notes Issue.

The gross proceeds of the Notes Issue, before deducting the underwriting discounts and commissions and other estimated expenses payable in connection with the Notes Issue, will amount to approximately US$100.0 million, and the Company intends to use the net proceeds of the Notes Issue for repaying existing offshore indebtedness and general corporate purposes.

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 for the listing of the Notes by way of debt issues to professional investors only as described in the offering memorandum. 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.

The Board is pleased to announce that on 1 August 2017, the Company, together with the Subsidiary Guarantors, entered into the Purchase Agreement with ABC International, AMTD, Bank of America Merrill Lynch, CCB International, China Everbright Securities (HK), China Industrial Securities International, Credit Suisse, Deutsche Bank, Haitong International, UBS and Yue Xiu Securities in connection with the Notes Issue.

THE PURCHASE AGREEMENT

Date: 1 August 2017

Parties to the Purchase Agreement
  1. the Company;

  2. the Subsidiary Guarantors;

  3. ABC International;

  4. AMTD;

  5. Bank of America Merrill Lynch;

  6. CCB International;

  7. China Everbright Securities (HK);

  8. China Industrial Securities International;

  9. Credit Suisse;

  10. Deutsche Bank;

  11. Haitong International;

  12. UBS; and

  13. Yue Xiu Securities.

AMTD, Bank of America Merrill Lynch, Credit Suisse, Deutsche Bank, Haitong International and UBS are the joint global coordinators in respect of the offer and sale of the Notes. ABC International, AMTD, Bank of America Merrill Lynch, CCB International, China Everbright Securities (HK), China Industrial Securities International, Credit Suisse, Deutsche Bank, Haitong International, UBS and Yue Xiu Securities are the joint bookrunners and joint lead managers in respect of the offer and sale of the Notes. They are also the initial purchasers of the Notes. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of ABC International, AMTD, Bank of America Merrill Lynch, CCB International, China Everbright Securities (HK), China Industrial Securities International, Credit Suisse, Deutsche Bank, Haitong International, UBS and Yue Xiu Securities is an independent third party and not a connected person of the Company and its connected persons.

The Notes and the Subsidiary Guarantees have not been, and will not be, registered under the Securities Act. The Notes and the Subsidiary Guarantees will only be offered and sold by the initial purchasers of the Notes outside the United States in compliance with Regulation S under 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. None of the Notes and the Subsidiary Guarantees will be offered to the public in Hong Kong.

Principal terms of the Notes

The following is a summary of certain provisions of the Notes and the Indenture. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, the Notes, the Subsidiary Guarantees, and the JV Subsidiary Guarantees, if any.

Notes Offered

Subject to certain conditions to completion, the Company will issue the Notes in the aggregate principal amount of US$100,000,000. The Notes will mature on 8 August 2020, unless earlier redeemed in accordance with the terms thereof.

Offering Price

The offering price of the Notes will be 100% of the principal amount of the Notes.

Interest

The Notes will bear interest from and including 8 August 2017 at a rate of 8% per annum payable semi-annually in arrears on 8 February and 8 August of each year, commencing on 8 February 2018.

Ranking of the Notes

The Notes are (1) general obligations of the Company; (2) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes; (3) pari passu in right of payment with all unsecured, unsubordinated indebtedness of the Company (subject to any priority rights of such unsecured, unsubordinated indebtedness pursuant to applicable law); (4) guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantors, if any, on a senior basis, subject to certain limitations; (5) effectively subordinated to any existing and future obligations of the Company that are secured by property or assets that do not secure the Notes, to the extent of the value of the property or assets securing such obligations; and (6) effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not providing guarantees under the Notes.

Events of default

The events of default under the Notes include, among others: (a) default in the payment of principal of (or premium, if any, on) the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 consecutive days; (c) default in the performance or breach of the provisions of certain covenants under the Indenture relating to consolidation, merger and sale of assets, the failure by the Company to make or consummate an offer to purchase in the manner described in the Indenture or the failure by the Company to create, or cause certain of its subsidiaries to create, a lien on the collateral; (d) default by the Company or certain of its subsidiaries in the performance of or breaches of any other covenant or agreement in the Indenture or under the Notes (other than a default specified in clause (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice by the trustee or the holders of 25% or more in aggregate principal amount of the Notes; (e) there occurs with respect to any indebtedness of the Company or certain of its subsidiaries having an outstanding principal amount of US$15.0 million (or the dollar equivalent thereof) or more in the aggregate for such indebtedness (i) an event of default that has caused the holder of such indebtedness to declare such indebtedness to be due and payable prior to its stated maturity and/or (ii) the failure to make a principal payment when due; (f) one or more final judgments or orders for the payment of money are rendered against the Company or certain of its subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such persons to exceed US$15.0 million (or the dollar equivalent thereof) (in excess of amounts which the Company's insurance carriers have unconditionally agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect; (g) an involuntary case or other proceeding is commenced against the Company or any of its significant subsidiaries (or any group of subsidiaries that together would constitute a significant subsidiary) under bankruptcy, insolvency or similar law, which remains undismissed and unstayed for a period of 60 consecutive days; (h) voluntary bankruptcy or insolvency proceedings commenced by the Company or any of its significant subsidiaries (or any group of subsidiaries that together would constitute a significant subsidiary); or consent to the entry of an order for relief in an involuntary case under any such law; or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any of the Company's significant subsidiaries (or any group of subsidiaries that together would constitute a significant subsidiary) or for all or substantially all of the property and assets of the Company or any of its significant subsidiaries (or any group of subsidiaries that together would constitute a significant subsidiary); or effects any general assignment for the benefit of creditors; (i) any Subsidiary Guarantor or JV Subsidiary Guarantor denying or disaffirming its obligations under its Subsidiary Guarantee or JV Subsidiary Guarantee or, except as permitted by the Indenture, any Subsidiary Guarantee or JV Subsidiary Guarantee being determined to be unenforceable or invalid or for any reason ceasing to be in full force and effect; (j) any default by the Company or any Subsidiary Guarantor Pledgor in the performance of any of its obligations under the Indenture, the Intercreditor Agreement and the security documents, which adversely affects the enforceability, validity, perfection or priority of the applicable lien on the collateral or which adversely affects the condition or value of such collateral, taken as a whole, in any material respect; or (k) the Company or any Subsidiary Guarantor Pledgor denying or disaffirming its obligations under the Intercreditor Agreement or any security document or, other than in accordance with the Indenture, the Intercreditor Agreement and the security documents, any security document ceasing to be or is not in full force and effect, or the collateral agent ceasing to have a lien in the collateral.

CLPH - China Logistics Property Holdings Co. Ltd. published this content on 02 August 2017 and is solely responsible for the information contained herein.
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