E-HOUSE (CHINA) ENTERPRISE HOLDINGS LIMITED 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 purposes only, and does not constitute an invitation or an offer to acquire, purchase or subscribe for securities. No public offer of the securities referred to herein will be made in Hong Kong, the United States or any other jurisdiction.
Neither this announcement nor anything herein constitutes and should not be construed as an offer of securities for sale or solicitation of an offer to buy securities in the United State or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdictions. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction, 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. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.
E-House (China) Enterprise Holdings Limited
易居（中國）企業控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2048)
ISSUANCE OF ADDITIONAL US$100 MILLION 7.625% SENIOR NOTES DUE 2022 (TO BE CONSOLIDATED AND FORM A SINGLE SERIES WITH THE US$200 MILLION 7.625% SENIOR NOTES DUE 2022 ISSUED ON 18 OCTOBER 2019)
This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Reference is made to the Announcements.
The Board is pleased to announce that on 7 August 2020, the Company and the Subsidiary Guarantors entered into the Purchase Agreement with BOC International, Citigroup, CRIC Securities, Valuable Capital Limited, AMTD, Central Wealth Securities Investment Limited, CMBC Capital, CMB International, Haitong International, Orient Securities (Hong Kong), Soochow Securities International and Vision Capital International, as the initial purchasers, in connection with the Additional Notes Issue in the aggregate principal amount of US$100 million.
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The estimated gross proceeds of the Additional Notes Issue, before deducting the selling discounts and commissions and other estimated expenses payable in connection with the Additional Notes Issue and including accrued interest from (and including) 18 April 2020 to (but excluding) 14 August 2020, will amount to approximately US$103.4 million. The Company currently intends to use the net proceeds of the Additional Notes for general corporate purposes and refinancing existing indebtedness. The Company may adjust its development plans in response to changing market conditions and therefore reallocate the use of the net proceeds from the Additional Notes Issue. The Original Notes are listed on the SEHK. The Company will procure that the Additional Notes will also be listed on the SEHK upon issue. The SEHK assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission of the Additional Notes to the SEHK is not to be taken as an indication of the merits of the Company or the Additional Notes.
THE PURCHASE AGREEMENT
Date: 7 August 2020
Parties to the Purchase Agreement:
- the Company as the issuer;
- the Subsidiary Guarantors; and
- BOC International, Citigroup, CRIC Securities, Valuable Capital Limited, AMTD, Central Wealth Securities Investment Limited, CMBC Capital, CMB International, Haitong International, Orient Securities (Hong Kong), Soochow Securities International and Vision Capital International as the initial purchasers.
BOC International, Citigroup, CRIC Securities and Valuable Capital Limited are the joint global coordinators, joint bookrunners and joint lead managers, and AMTD, Central Wealth Securities Investment Limited, CMBC Capital, CMB International, Haitong International, Orient Securities (Hong Kong), Soochow Securities International and Vision Capital International are joint bookrunners and joint lead managers 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 BOC International, Citigroup, CRIC Securities, Valuable Capital Limited, AMTD, Central Wealth Securities Investment Limited, CMBC Capital, CMB International, Haitong International, Orient Securities (Hong Kong), Soochow Securities International and Vision Capital International is an independent third party and not a connected person of the Company.
The Additional Notes and the Subsidiary Guarantees have not been, and will not be, registered under the Securities Act or any state securities laws. The Additional Notes are being offered and sold only outside the United States in offshore transactions in reliance upon Regulation S under the Securities Act. None of the Additional Notes will be offered to the public in Hong Kong.
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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 10 October 2019, other than with respect to the following:
Notes Offered
Subject to closing conditions, the Company will issue the Additional Notes in the aggregate principal amount of US$100 million, to be consolidated and form a single series with the Original Notes. The Additional Notes will mature on 18 April 2022, unless earlier redeemed or repurchased pursuant to the terms thereof.
Offering Price
The offering price of the Additional Notes will be 100.990% of the principal amount of the Additional Notes plus accrued interest from and including 18 April 2020 to (but excluding) 14 August 2020.
Proposed used of proceeds
The estimated gross proceeds of the Additional Notes Issue, before deducting the selling discounts and commissions and other estimated expenses payable in connection with the Additional Notes Issue and including accrued interest from (and including) 18 April 2020 to (but excluding) 14 August 2020, will amount to approximately US$103.4 million. The net proceeds of the Additional Notes Issue will be used by the Company for general corporate purposes and refinancing existing indebtedness. The Company may adjust its development plans in response to changing market conditions and, thus, reallocate the use of the proceeds.
Listing
The Original Notes are listed on the SEHK. The Company will procure that the Additional Notes will also be listed on the SEHK. The SEHK assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission of the Additional Notes to the SEHK is not to be taken as an indication of the merits of the Company or the Additional Notes.
As the conditions precedent to completion of the Purchase Agreement may or may not be satisfied and the Purchase Agreement may be terminated upon the occurrence of certain events, shareholders of the Company and prospective investors are advised to exercise caution when dealing in the securities of the Company.
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DEFINITIONS
In this announcement, the following expressions shall have the meanings set forth below unless the context requires otherwise:
"Additional Notes" | : | the US$-denominated 7.75% senior notes due 2021 to be issued |
by the Company subject to the terms and conditions of the | ||
Purchase Agreement | ||
"Additional Notes Issue" | : | the proposed issue of the Additional Notes by the Company |
"AMTD" | : | AMTD Global Markets Limited, one of the joint lead managers |
and joint bookrunners in respect of the Additional Notes Issue | ||
"Announcements" | : | the announcements of the Company dated 8 October 2019 and 10 |
October 2019 in respect of the issue of the Original Notes | ||
"Board" | : | the board of Directors |
"BOC International" | : | BOCI Asia Limited, one of the joint global coordinators, joint |
lead managers and joint bookrunners in respect of the Additional | ||
Notes Issue | ||
"Central Wealth Securities : | Central Wealth Securities investment Limited, one of the joint | |
Investment Limited" | lead managers and joint bookrunners in respect of the Additional | |
Note Issue | ||
"Citigroup" | : | Citigroup Global Markets Limited, one of the joint global |
coordinators, joint lead managers and joint bookrunners in respect | ||
of the Additional Notes Issue | ||
"CMBC Capital" | : | CMBC Securities Company Limited, one of the joint global |
coordinators, joint lead managers and joint bookrunners in respect | ||
of the Additional Notes Issue | ||
"CMB International" | : | CMB International Capital Limited, one of the joint lead managers |
and joint bookrunners in respect of the Additional Notes Issue | ||
"Company" | : | E-House (China) Enterprise Holdings Limited (易居（中國）企業 |
控股有限公司), a company incorporated in the Cayman Islands | ||
with limited liability, the shares of which are listed on the main | ||
board of the SEHK | ||
"connected person" | : | has the meaning ascribed to it under the Listing Rules |
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"CRIC Securities" | : | CRIC Securities Company Limited, one of the joint global |
coordinators, joint lead managers and joint bookrunners in respect | ||
of the Additional Notes Issue | ||
"Director(s)" | : | the director(s) of the Company |
"Group" | : | the Company and its subsidiaries |
"Haitong International" | : | Haitong International Securities Company Limited, one of the |
joint lead managers and joint bookrunners in respect of the | ||
Additional Notes Issue | ||
"Hong Kong" | : | the Hong Kong Special Administrative Region of the PRC |
"Listing Rules" | : | the Rules Governing the Listing of Securities on The Stock |
Exchange of Hong Kong Limited | ||
"Orient Securities | : | Orient Securities (Hong Kong) Limited, one of the joint lead |
(Hong Kong)" | managers and joint bookrunners in respect of the Additional Notes | |
Issue | ||
"Original Notes" | : | US$200 million 7.625% senior notes due 2022 issued by the |
Company on 18 October 2019 | ||
"PRC" | : | the People's Republic of China, excluding Hong Kong, Macau |
and Taiwan for the purposes of this announcement | ||
"Purchase Agreement" | : | the agreement dated 7 August 2020 entered into between, among |
others, the Company, the Subsidiary Guarantors, and the joint | ||
lead managers in relation to the Additional Notes Issue | ||
"Securities Act" | : | the United States Securities Act of 1933, as amended |
"SEHK" | : | The Stock Exchange of Hong Kong Limited |
"Soochow Securities | : | Soochow Securities International Brokerage Limited, one of |
International" | the joint lead managers and joint bookrunners in respect of the | |
Additional Notes Issue | ||
"Subsidiary Guarantees" | : | the guarantees provided by the Subsidiary Guarantors in respect |
of the Additional Notes | ||
"Subsidiary Guarantors" | : | non-PRC subsidiaries of the Company that guarantee the |
Additional Notes | ||
"U.S." or "United States" | : | the United States of America, its territories and possessions and |
all areas subject to its jurisdiction |
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"US$" or "USD" | : | United States dollar(s), the lawful currency of the United States |
"Valuable Capital | : | Valuable Capital Limited, one of the joint global coordinators, |
Limited" | joint lead managers and joint bookrunners in respect of the | |
Additional Notes Issue | ||
"Vision Capital | : | Vision Capital International Holdings Limited, one of the joint |
International" | lead managers and joint bookrunners in respect of the Additional | |
Notes Issue | ||
By order of the Board | ||
E-House (China) Enterprise Holdings Limited | ||
Zhou Xin | ||
Chairman |
Hong Kong, 7 August 2020
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Zhou Xin as Chairman and Executive Director, Mr. Huang Canhao, Dr. Cheng Li-Lan and Dr. Ding Zuyu as Executive Directors, Mr. Mo Bin, Dr. Zhu Jiusheng, Ms. Xie Mei and Ms. He Miaoling as Non-executive Directors, and Mr. Zhang Bang, Mr. Zhu Hongchao, Mr. Wang Liqun and Mr. Li Jin as Independent Non-executive Directors.
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E-House (China) Enterprise Holdings Limited published this content on 09 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 August 2020 10:18:10 UTC
