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 United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) absent registration, except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act. 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 its management, as well as financial statements. The Company does not intend to register any part of the securities in the United States.
CIFI Holdings (Group) Co. Ltd.
旭 輝 控 股( 集 團 )有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00884)
ISSUANCE OF ADDITIONAL US$100 MILLION 6.45% SENIOR NOTES
DUE 2024
(to be consolidated and form a single class with the US$400 million 6.45% senior notes due 2024 to be issued on 7 November 2019)
Reference is made to the Announcement.
On 6 November 2019, the Company and the Subsidiary Guarantors entered into the Purchase Agreement with HSBC in connection with the Additional Notes Issue.
The estimated net proceeds of the Additional Notes Issue, after deducing underwriting discounts and commissions payable in connection with the Additional Notes Issue, will amount to approximately US$99.0 million, and the Company intends to use the net proceeds of the Additional Notes Issue for refinancing its existing indebtedness. The Company may adjust its plans in response to changing market conditions and thus, reallocate the use of the net proceeds.
The Company will seek a listing of the Additional Notes on the Stock Exchange. Admission of the Additional Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Additional Notes.
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Reference is made to the Announcement. Unless otherwise defined, terms defined in this announcement shall have the same meanings as defined in the Announcement. The Board is pleased to announce that on 6 November 2019, the Company, together with the Subsidiary Guarantors, entered into the Purchase Agreement with HSBC in connection with the Additional Notes Issue.
THE PURCHASE AGREEMENT
Date: 6 November 2019
Parties to the Purchase Agreement
- the Company;
- the Subsidiary Guarantors; and
- HSBC.
HSBC is the initial purchaser of the Additional Notes. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, HSBC is an independent third party and not a connected person of the Company and its connected persons.
The Additional Notes and the Subsidiary Guarantees have not been, and will not be, registered under the U.S. Securities Act. The Additional Notes and the Subsidiary Guarantees will only be offered and sold by HSBC to non-U.S. persons outside of the United States in compliance with Regulation S under the U.S. 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 U.S. Securities Act. None of the Additional Notes and the Subsidiary Guarantees will be offered to the public in Hong Kong.
Principal terms of the Additional Notes
The principal terms of the Additional Notes are the same as the terms of the Original Notes as set forth in the Announcement, other than the followings:
Notes Offered
Subject to certain conditions to completion, the Company will issue the Additional Notes in an aggregate principal amount of US$100 million, to be consolidated and form a single class with the Original Notes. The Additional Notes will mature on 7 November 2024, unless earlier redeemed in accordance with the terms thereof.
Offering Price
The offering price of the Additional Notes will be 100% of the principal amount of the Additional Notes plus accrued interest from (and including) 7 November 2019 to (but excluding) 15 November 2019.
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Proposed use of proceeds
The estimated net proceeds of the Additional Notes Issue, after deducing underwriting discounts and commissions payable in connection with the Additional Notes Issue, will amount to approximately US$99.0 million, and the Company intends to use the net proceeds of the Additional Notes Issue for refinancing its existing indebtedness. The Company may adjust its plans in response to changing market conditions and thus, reallocate the use of the net proceeds.
Listing
The Company will seek a listing of the Additional Notes on the Stock Exchange. Admission of the Additional Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Additional Notes.
DEFINITIONS
In this announcement, the following expressions shall have the meanings set forth below unless the context requires otherwise:
"Additional Notes" | the additional 6.45% senior notes due 2024 in the aggregate |
principal amount of US$100 million to be issued by the | |
Company which will constitute a further issue of and will be | |
consolidated and form a single class with the Original Notes | |
subject to the terms and conditions of the Purchase Agreement | |
"Additional Notes Issue" | the proposed issue of the Additional Notes by the Company |
"Announcement" | the announcement dated 30 October 2019 in respect of the issue |
of the Original Notes | |
"Original Notes" | the 6.45% senior notes due 2024 in the aggregate principal |
amount of US$400 million to be issued by the Company on 7 | |
November 2019 | |
"Purchase Agreement" | the agreement entered into by and among the Company, the |
Subsidiary Guarantors and HSBC in relation to the Additional | |
Notes Issue |
By Order of the Board
CIFI Holdings (Group) Co. Ltd.
LIN Zhong
Chairman
Hong Kong, 6 November 2019
As at the date of this announcement, the Board comprises Mr. LIN Zhong, Mr. LIN Wei, Mr. LIN Feng, Mr. CHEN Dongbiao and Mr. YANG Xin as executive Directors; Mr. WANG Wei as non-executive Director; and Mr. GU Yunchang, Mr. ZHANG Yongyue and Mr. TAN Wee Seng as independent non-executive Directors.
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Disclaimer
CIFI Holdings Group Co. Ltd. published this content on 06 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 November 2019 15:04:06 UTC