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 Additional 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 Additional 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 contents.

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)

ISSUE OF ADDITIONAL US$500,000,000 3.125%

SENIOR NOTES DUE 2025

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THE ADDITIONAL NOTES ISSUE

References are made to the announcements of the Company dated 16 October 2020 and 11 May 2021 in respect of the Original Notes and the proposed Additional Notes Issue, respectively.

On 11 May 2021, the Company, the Subsidiary Guarantors and the Subsidiary Guarantor Pledgors entered into the Additional Notes Purchase Agreement with the Initial Purchasers in connection with the Additional Notes Issue.

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

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

Application will be made by the Company to the SGX-ST for the listing and quotation of the Additional 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 Additional 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 Additional Notes or the Subsidiary Guarantees.

References are made to the announcements of the Company dated 16 October 2020 and 11 May 2021 in respect of the Original Notes and the proposed Additional Notes Issue, respectively.

The Board is pleased to announce that on 11 May 2021, the Company, the Subsidiary Guarantors and the Subsidiary Guarantor Pledgors entered into the Additional Notes Purchase Agreement with the Initial Purchasers in connection with the Additional Notes Issue.

Details of the Additional Notes Purchase Agreement and the Additional Notes Issue are set forth below.

ADDITIONAL NOTES PURCHASE AGREEMENT

Date

11 May 2021

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Parties to the Additional Notes Purchase Agreement

  1. the Company as the issuer;
  2. the Subsidiary Guarantors who will guarantee the Company's obligations under the Additional Notes;
  3. the Subsidiary Guarantor Pledgors who will pledge the capital stock of other Subsidiary Guarantors held by them to secure the obligations under their respective Subsidiary Guarantees; and
  4. the Initial Purchasers.

Morgan Stanley, UBS, J.P. Morgan, Goldman Sachs (Asia) L.L.C., BNP PARIBAS, HSBC, Standard Chartered Bank and CLSA are the joint global coordinators, joint lead managers and joint bookrunners in respect of the offer and sale of the Additional Notes. They are also the Initial Purchasers of the Additional Notes. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of Morgan Stanley, UBS, J.P. Morgan, Goldman Sachs (Asia) L.L.C., BNP PARIBAS, HSBC, Standard Chartered Bank and CLSA is a third party independent of the Company and its connected persons.

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

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

Principal terms of the Additional Notes

Additional Notes Offered

Subject to certain conditions to completion, the Company will issue the Additional Notes in the aggregate principal amount of US$500,000,000 which will mature on 22 October 2025, unless earlier redeemed pursuant to the terms thereof.

Offering Price

The offering price of the Additional Notes will be 100.113% of the principal amount of the Additional Notes plus accrued interest from (and including) 22 April 2021 to (but excluding) 18 May 2021.

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Interest and Interest Payment Date

The Additional Notes will bear interest from and including 22 April 2021 at the rate of 3.125% per annum, payable semi-annually in arrears on 22 April and 22 October of each year, commencing on 22 October 2021.

PROPOSED USE OF PROCEEDS OF THE ADDITIONAL NOTES ISSUE

The Company intends to use the net proceeds of the Additional Notes Issue 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 Additional 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 Additional 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 Additional Notes or the Subsidiary Guarantees.

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.

DEFINITIONS

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

''Additional Notes''

the additional 3.125% senior notes due 2025 in the aggregate

principal amount of US$500,000,000 to be issued by the

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

Original Notes)

''Additional Notes

the issue of Additional Notes by the Company

Issue''

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''Additional Notes

the agreement dated 11 May 2021 entered into between, among

Purchase

others, the Company and the Initial Purchasers, in relation to

Agreement''

the 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)

''connected person''

has the meaning ascribed to it under the Listing Rules

''Directors''

the directors of the Company

''EEA''

European Economic Area

''Goldman Sachs

Goldman Sachs (Asia) L.L.C.

(Asia) L.L.C.''

''Group'' or ''Country

the Company and its subsidiaries

Garden''

''Hong Kong''

the Hong Kong Special Administrative Region of the PRC

''HSBC''

The Hongkong and Shanghai Banking Corporation Limited

''Initial Purchasers''

Morgan Stanley, UBS, J.P. Morgan, Goldman Sachs (Asia)

L.L.C., BNP PARIBAS, HSBC, Standard Chartered Bank and

CLSA

''J.P. Morgan''

J.P. Morgan Securities plc

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange

''Morgan Stanley''

Morgan Stanley & Co. International plc

''Original Notes''

the US$500,000,000 3.125% senior notes due 2025 issued by the

Company on 22 October 2020

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Country Garden Holdings Company Limited published this content on 12 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 12:21:10 UTC.