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 only and is not an offer to sell or the solicitation of an offer to buy securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. This announcement is not an offer of securities for sale in the United States or to any U.S. person. Neither this announcement nor any copy hereof may be taken into or distributed in the United States or to any U.S. person. The securities have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws. 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 management, as well as financial statements. The Company does not intend to register any of the securities in the United States.

The communication of this announcement and any other document or materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ''Financial Promotion Order'')), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as ''Relevant Persons''). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this announcement relates will be engaged in only with, Relevant Persons. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this announcement or any of its content.

COUNTRY GARDEN HOLDINGS COMPANY LIMITED

碧 桂 園 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2007)

    1. PROPOSED NEW ISSUE OF US$ SENIOR NOTES AND
  1. PROPOSED ISSUE OF ADDITIONAL US$ SENIOR NOTES (TO BE CONSOLIDATED AND FORM A SINGLE SERIES WITH
    THE US$500,000,000 3.125% SENIOR NOTES DUE 2025)

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PROPOSED NOTES ISSUES

Proposed New Notes Issue

The Company proposes to conduct an international offering of the New Notes. The Company has appointed Morgan Stanley, UBS, J.P. Morgan, Goldman Sachs (Asia) L.L.C., BNP PARIBAS, HSBC, Standard Chartered Bank and CLSA as the joint global coordinators, joint lead managers and joint bookrunners in respect of the Proposed New Notes Issue.

Proposed Additional Notes Issue

Reference is made to the announcement of the Company dated 16 October 2020 in relation to the issue of the Original Notes by the Company.

The Company proposes to conduct a further international offering of the Additional Notes on the terms and conditions of the Original Notes, save for issue date and the offer price. The Additional Notes will be consolidated and form a single series with the Original Notes.

The Company has appointed Morgan Stanley, UBS, J.P. Morgan, Goldman Sachs (Asia) L.L.C., BNP PARIBAS, HSBC, Standard Chartered Bank and CLSA as the joint global coordinators, joint lead managers and joint bookrunners in respect of the Proposed Additional Notes Issue.

No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the EEA and the United Kingdom.

Proposed use of proceeds

The Company intends to use the net proceeds of the Proposed Notes Issues mainly for refinancing of existing medium to long term offshore indebtedness, which will become due within one year.

Listing

Application will be made by the Company to the SGX-ST for the listing and quotation of the Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed in this announcement. Approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors, any other subsidiary or associated company of the Company, the Notes or the Subsidiary Guarantees.

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As no binding agreement in relation to the Proposed Notes Issues has been entered into as at the date of this announcement, the Proposed Notes Issues may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. A further announcement in respect of the Proposed Notes Issues will be made by the Company should the New Notes Purchase Agreement or the Additional Notes Purchase Agreement be signed.

THE PROPOSED NOTES ISSUES

Proposed New Notes Issue

The Company proposes to conduct an international offering of the New Notes. The Company has appointed Morgan Stanley, UBS, J.P. Morgan, Goldman Sachs (Asia) L.L.C., BNP PARIBAS, HSBC, Standard Chartered Bank and CLSA as the joint global coordinators, joint lead managers and joint bookrunners in respect of the Proposed New Notes Issue.

The terms of the Proposed New Notes Issue, including the aggregate principal amount, the offer price and interest rate, will be determined through a book-building exercise. Upon finalisation of the terms of the New Notes, Morgan Stanley, UBS, J.P. Morgan, Goldman Sachs (Asia) L.L.C., BNP PARIBAS, HSBC, Standard Chartered Bank and CLSA as the joint global coordinators, joint lead managers and joint bookrunners, and the Company will enter into a New Notes Purchase Agreement and other ancillary documents.

The New Notes will not be offered to the public in Hong Kong.

The New Notes have not been and will not be registered under the U.S. Securities Act. The New Notes will only be offered outside of the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act.

Proposed Additional Notes Issue

Reference is made to the announcement of the Company dated 16 October 2020 in relation to the issue of the Original Notes by the Company.

The Company proposes to conduct a further international offering of the Additional Notes on the terms and conditions of the Original Notes, save for issue date and the offer price. The Additional Notes will be consolidated and form a single series with the Original Notes.

- 3 -

The Company has appointed Morgan Stanley, UBS, J.P. Morgan, Goldman Sachs (Asia) L.L.C., BNP PARIBAS, HSBC, Standard Chartered Bank and CLSA as the joint global coordinators, joint lead managers and joint bookrunners in respect of the Proposed Additional Notes Issue.

The terms of the Proposed Additional Notes Issue, including the aggregate principal amount and the offer price, will be determined through a book-building exercise. Upon finalisation of the terms of the Additional Notes, Morgan Stanley, UBS, J.P. Morgan, Goldman Sachs (Asia) L.L.C., BNP PARIBAS, HSBC, Standard Chartered Bank and CLSA as the joint global coordinators, joint lead managers and joint bookrunners, and the Company will enter into an Additional Notes Purchase Agreement and other ancillary documents.

The Additional Notes will not be offered to the public in Hong Kong.

The Additional Notes have not been and will not be registered under the U.S. Securities Act. The Additional Notes will only be offered outside of the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act.

No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the EEA and the United Kingdom.

Proposed use of proceeds

Completion of the Proposed Notes Issues is subject to market conditions and investor interest. If the Notes are issued, the Company intends to use the net proceeds from the Proposed Notes Issues mainly for refinancing of existing medium to long term offshore indebtedness, which will become due within one year.

Listing

Application will be made by the Company to the SGX-ST for the listing and quotation of the Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed in this announcement. Approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors, any other subsidiary or associated company of the Company, the Notes or the Subsidiary Guarantees.

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ABOUT COUNTRY GARDEN

The Company is one of the PRC's largest residential property developers that capitalizes on urbanization. With centralized management and standardization, the Group runs the businesses of property development, construction, interior decoration, property investment, and the development and management of hotels. The Group offers a broad range of products to cater for diverse demands, namely residential projects such as townhouses, condominiums, car parks and retail shop spaces. The Group also develops and manages hotels at some of its property projects with the aim of enhancing the properties' marketability. The Group's other businesses are robotics and modern agriculture.

GENERAL

As no binding agreement in relation to the Proposed Notes Issues has been entered into as at the date of this announcement, the Proposed Notes Issues may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. A further announcement in respect of the Proposed Notes Issues will be made by the Company should the New Notes Purchase Agreement or the Additional Notes Purchase Agreement be signed.

DEFINITIONS

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

''Additional Notes''

the US$ denominated senior notes to be issued by the Company

(to be consolidated and form a single series with the Original

Notes)

''Additional Notes

the agreement proposed to be entered into between, among

Purchase

others, the Company, Morgan Stanley, UBS, J.P. Morgan,

Agreement''

Goldman Sachs (Asia) L.L.C., BNP PARIBAS, HSBC, Standard

Chartered Bank and CLSA in relation to the Proposed

Additional Notes Issue

''BNP PARIBAS''

BNP Paribas

''Board''

the board of Directors

''CLSA''

CLSA Limited

''Company''

Country Garden Holdings Company Limited, an exempted

company incorporated in the Cayman Islands with limited

liability, the shares of which are listed on the main board of

the Stock Exchange (Stock Code: 2007)

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Country Garden Holdings Company Limited published this content on 11 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 09:33:10 UTC.