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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00884)

ISSUANCE OF ADDITIONAL US$300,000,000 5.5% SENIOR NOTES DUE 2022 (TO BE CONSOLIDATED AND FORM A SINGLE CLASS

WITH THE US$285 MILLION 5.5% SENIOR NOTES

DUE 2022 ISSUED ON 23 JANUARY 2017

Reference is made to the Announcement.

On 26 September 2018, the Company and the Subsidiary Guarantors entered into the Purchase Agreement with Credit Suisse, CEB International and Orient Securities (Hong Kong) in connection with the Additional Notes Issue.

The estimated net proceeds of the Additional Notes Issue, after deducting the underwriting discounts and commissions payable in connection with the Additional Notes Issue, will amount to approximately US$274 million, and the Company intends to use the net proceeds of the Additional Notes Issue for refinancing its existing indebtedness and/or general corporate purposes. 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.

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 26 September 2018, the Company, together with the Subsidiary Guarantors, entered into the Purchase Agreement with Credit Suisse, CEB International and Orient Securities (Hong Kong) in connection with the Additional Notes Issue.

THE PURCHASE AGREEMENT

Date: 26 September 2018

Parties to the Purchase Agreement

  • (a) the Company;

  • (b) the Subsidiary Guarantors;

  • (c) Credit Suisse;

  • (d) CEB International; and

  • (e) Orient Securities (Hong Kong).

Credit Suisse, CEB International and Orient Securities (Hong Kong) are the initial purchasers of the Additional Notes. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of Credit Suisse, CEB International and Orient Securities (Hong Kong) 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 the Initial Purchasers 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 of the Company dated 19 December 2016, 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$300 million, to be consolidated and form a single class with the Original Notes. The Additional Notes will mature on 23 January 2022, unless earlier redeemed in accordance with the terms thereof.

Offering Price

The offering price of the Additional Notes will be 91.174% of the principal amount of the

Additional Notes plus accrued interest from (and including) 23 July 2018 to (but excluding 5

October 2018).

First payment of interest

The first payment date of the Additional Notes will be 23 January 2019.

Proposed use of proceeds

The estimated net proceeds of the Additional Notes Issue, after deducting the underwriting discounts and commissions payable in connection with the Additional Notes Issue, will amount to approximately US$274 million, and the Company intends to use the net proceeds of the Additional Notes Issue for refinancing its existing indebtedness and/or general corporate purposes. The Company may adjust its plans in response to changing market conditions and thus, reallocate the use of the net proceeds.

Listing and rating

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.

The Additional Notes are expected to be rated "B+" by Standard and Poor's Ratings Services.

DEFINITIONS

In this announcement, the following expressions shall have the meanings set forth below unless the context requires otherwise:

"Additional Notes"

the additional 5.5% senior notes due 2022 in the aggregate

principal amount of US$300,000,000 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 19 December 2016 in respect of the

issue of the Original Notes

"CEB International"

CEB International Capital Corporation Limited

"Credit Suisse"

Credit Suisse Securities (Europe) Limited

"Orient Securities

Orient Securities (Hong Kong) Limited

(Hong Kong)"

"Original Notes"

the 5.5% senior notes due 2022 in the aggregate principal amount of US$285 million issued by the Company on 23 January 2017

"Purchase Agreement"

the agreement entered into by and among the Company, the Subsidiary Guarantors, Credit Suisse, CEB International and Orient Securities (Hong Kong) in relation to the Additional Notes Issue

By Order of the Board

CIFI Holdings (Group) Co. Ltd.

LIN Zhong Chairman

Hong Kong, 27 September 2018

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. ZHOU Yimin 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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CIFI Holdings Group Co. Ltd. published this content on 27 September 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 September 2018 00:35:03 UTC