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$300 MILLION 6.55% SENIOR NOTES DUE 2024 (TO BE CONSOLIDATED AND FORM A SINGLE CLASS WITH THE US$255 MILLION 6.55% SENIOR NOTES

DUE 2024 ISSUED ON 28 MARCH 2019)

Reference is made to the Announcement.

On 8 July 2019, the Company and the Subsidiary Guarantors entered into the Purchase Agreement with Credit Suisse and 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$299 million, and the Company intends to use the net proceeds of the Additional Notes Issue for refinancing its existing indebtedness, including the debt obligations to which some of the Initial Purchasers are the lenders. 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 8 July 2019, the Company, together with the Subsidiary Guarantors, entered into the Purchase Agreement with Credit Suisse and HSBC in connection with the Additional Notes Issue.

THE PURCHASE AGREEMENT

Date: 8 July 2019

Parties to the Purchase Agreement

  1. the Company;
  2. the Subsidiary Guarantors;
  3. Credit Suisse; and
  4. HSBC.

Credit Suisse and HSBC 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 and 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 the Initial Purchasers 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 of the Company dated 22 March 2019, 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 28 March 2024, unless earlier redeemed in accordance with the terms thereof.

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Offering Price

The offering price of the Additional Notes will be 98.896% of the principal amount of the Additional Notes plus accrued interest from (and including) 28 March 2019 to (but excluding 15 July 2019).

First payment of interest

The first payment date of the Additional Notes will be 28 September 2019.

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$299 million, and the Company intends to use the net proceeds of the Additional Notes Issue for refinancing its existing indebtedness, including the debt obligations to which some of the Initial Purchasers are the lenders. 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 6.55% senior notes due 2024 in the aggregate

principal amount of US$300 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 22 March 2019 in respect of the issue of

the Original Notes

"Credit Suisse"

Credit Suisse (Hong Kong) Limited

"HSBC"

The Hongkong and Shanghai Banking Corporation Limited

"Initial Purchasers"

Credit Suisse and HSBC

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"Original Notes"

the 6.55% senior notes due 2024 in the aggregate principal amount

of US$255 million issued by the Company on 28 March 2019

"Purchase Agreement"

the agreement entered into by and among the Company, the

Subsidiary Guarantors, Credit Suisse and HSBC in relation to the

Additional Notes Issue

By Order of the Board

CIFI Holdings (Group) Co. Ltd.

LIN Zhong

Chairman

Hong Kong, 9 July 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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CIFI Holdings Group Co. Ltd. published this content on 09 July 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 July 2019 23:47:01 UTC