ESR Cayman : ISSUANCE OF US$350,000,000 1.50 PER CENT. CONVERTIBLE BONDS DUE 2025
09/09/2020 | 07:35pm EST
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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 offer to acquire, purchase or subscribe for the securities referred to herein. This announcement is not, and is not intended to be, an offer of securities of the Company for sale, or the solicitation of an offer to buy securities of the Company, in the United States. The securities referred to herein have not been, and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption under, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws. This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. No public offer of securities referred to herein is being or will be made in the United States.
ESR CAYMAN LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1821)
ISSUANCE OF US$350,000,000 1.50 PER CENT.
CONVERTIBLE BONDS DUE 2025
The Board is pleased to announce that on 9 September 2020 (after trading hours), the Company and the Joint Lead Managers entered into a Subscription Agreement in connection with the proposed Bond Issue. Subject to the terms and conditions of the Subscription Agreement, the Joint Lead Managers have severally but not jointly agreed to subscribe and pay for, or to procure subscribers to subscribe and pay for, the Bonds to be issued by the Company in the aggregate principal amount US$350,000,000.
The Bonds may be converted into the Conversion Shares pursuant to the Conditions. Based on the initial conversion price of HK$32.13 per Share (subject to adjustment) and assuming full conversion of the Bonds, the Bonds will be converted into 84,427,015 Conversion Shares, representing approximately 2.77% of the issued share capital of the Company as at the date of this announcement and approximately 2.69% of the issued share capital of the Company as enlarged by the issue of such Conversion Shares (assuming that there is no other change to the issued share capital of the Company).
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The Bonds and the Conversion Shares have not been and will not be registered under the U.S. Securities Act and, subject to certain exceptions, may not be offered or sold within the United States. The Bonds are being offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act.
LISTING
The Company will apply to the SGX-ST for the listing and quotation of the Bonds on the SGX-ST. An application by the Company will also be made to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares.
GENERAL MANDATE
The Conversion Shares are to be issued under the General Mandate and the Bond Issue is not subject to approval of the Shareholders.
GENERAL
Completion of the Bond Issue is subject to the satisfaction of the conditions precedent to the Subscription Agreement and may or may not materialise. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.
INTRODUCTION
The Board is pleased to announce that on 9 September 2020 (after trading hours), the Company and the Joint Lead Managers entered into a Subscription Agreement in connection with the proposed Bond Issue. Subject to the terms and conditions of the Subscription Agreement, the Joint Lead Managers have severally but not jointly agreed to subscribe and pay for, or to procure subscribers to subscribe and pay for, the Bonds to be issued by the Company in the aggregate principal amount US$350,000,000.
THE SUBSCRIPTION AGREEMENT
Date
9 September 2020
Parties to the Subscription Agreement
the Company as the issuer of the Bonds; and
Credit Suisse (Singapore) Limited, Morgan Stanley & Co. International plc and Deutsche Bank AG Hong Kong Branch as the Joint Lead Managers.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Joint Lead Managers and their ultimate beneficial owners is an independent third party and not a connected person of the Company.
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Subscription
Subject to fulfilment of the conditions precedent set forth in the Subscription Agreement, some of which are set out under the section headed "Conditions to the Subscription Agreement" below, the Joint Lead Managers have severally but not jointly agreed to subscribe for the Bonds in the aggregate principal amount of US$350,000,000.
The Joint Lead Managers have informed the Company that it intends to offer and sell the Bonds to not less than six independent placees, and each of the placees and their respective ultimate beneficial owners will be third parties independent of the Company and the connected persons of the Company.
The Bonds and the Conversion Shares have not been and will not be registered under the U.S. Securities Act and, subject to certain exceptions, may not be offered or sold within the United States. The Bonds are being offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act.
Conditions to the Subscription Agreement
The obligations of the Joint Lead Managers to subscribe and pay for the Bonds are subject to the fulfilment or waiver of, among others, the following conditions on or prior to the Closing Date:
Due Diligence: the Joint Lead Managers being satisfied with the results of their due diligence investigations with respect to the Company and other members of the Group;
Other Contracts: the execution and delivery on or prior to the Closing Date of the Trust Deed and the Agency Agreement, each in a form satisfactory to the Joint Global Coordinators, by the respective parties;
Shareholder's'Lock-up: Each of Laurels Capital Investments Limited, Redwood Investment Company, Ltd. and Redwood Consulting (Cayman) Ltd. having executed a lock-up agreement on or before the date of the Subscription Agreement in the form set out in the Subscription Agreement;
Comfort Letters: on the Publication Date and on the Closing Date, there having been delivered to the Joint Lead Managers comfort letters, each in form and substance satisfactory to the Joint Lead Managers, dated the Publication Date in the case of the first letter and dated the Closing Date in the case of the subsequent letter, and addressed to the Joint Lead Managers from Ernst & Young, Certified Public Accountants to the Company;
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Compliance: at the Closing Date:
the representations and warranties of the Company in the Subscription Agreement being true, accurate and correct at, and as if made, on such date;
the Company having performed all of its obligations under the Subscription Agreement expressed to be performed on or before such date; and
there having been delivered to the Joint Lead Managers a certificate of a duly authorised officer of the Company confirming the matters listed in (a) and (b) above in the form attached to the Subscription Agreement dated as of such date;
Material adverse change: after the date of the Subscription Agreement up to and at the Closing Date there shall not have occurred any change (nor any development or event involving a prospective change), in the financial condition, business, general affairs, prospects or results of operations of the Company or the Group, which, in the opinion of the Joint Global Coordinators, is material and adverse in the context of the issue and offering of the Bonds;
Other consents: on or prior to the Closing Date there shall have been delivered to the Joint Lead Managers copies of all consents and approvals required in relation to the issue of the Bonds and the performance of the Company's obligations of under the Trust Deed, the Agency Agreement and the Bonds (including any consents and approvals required from any lenders);
Listing: the Stock Exchange having agreed to list the Conversion Shares and the SGS-ST having agreed, subject to any conditions reasonably satisfactory to the Joint Global Coordinators, to list the Bonds (or, in each case, the Joint Global Coordinators being reasonably satisfied that such listing will be granted); and
Legal opinions: on or before the Closing Date, there having been delivered to the Joint Lead Managers certain legal opinions on the laws of various jurisdictions (including Cayman Islands law, PRC law, English law and Hong Kong law), in each case dated the Closing Date and in form and substance satisfactory to the Joint Lead Managers.
The Joint Lead Managers may, at their discretion and upon such terms as they think fit, waive compliance with the whole or any part of the conditions precedent other than items (ii) above.
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Lock-up undertaking of the Company
The Company undertakes with the Joint Lead Managers that for a period from the date of the Subscription Agreement up to the date which is 90 days after the Closing Date (both dates inclusive), except for (i) the Bonds and the Conversion Shares issued on conversion of the Bonds, (ii) any employee share scheme or plan (and which employee share scheme or plan is in compliance with the listing rules of the Hong Kong Stock Exchange) and the general mandate as approved by the shareholders of the Issuer on 3 June 2020 under which the Conversion Shares are to be issued and (iii) any shares issued as all or part of the consideration for any mergers or acquisitions conducted by the Company on arms' length terms, neither the Company nor any person acting on its behalf will, without the prior written consent of the Joint Global Coordinators:
issue, offer, sell, contract to sell, pledge, encumber or otherwise dispose of or grant options, issue warrants or offer rights entitling persons to subscribe or purchase any interest in any Shares or securities of the same class as the Bonds or the Shares or any securities convertible into, exchangeable for or which carry rights to subscribe or purchase the Bonds, the Shares or securities of the same class as the Bonds, the Shares or other instruments representing interests in the Bonds, the Shares or other securities of the same class as them;
enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of the ownership of the Shares;
enter into any transaction with the same economic effect as, or which is designed to, or which may reasonably be expected to result in, or agree to do, any of the foregoing, whether any such transaction of the kind described in (a), (b) or (c) is to be settled by delivery of Shares or other securities, in cash or otherwise; or
announce or otherwise make public an intention to do any of the foregoing.
Lock-up undertaking of Shareholders
Each of Laurels Capital Investments Limited, Redwood Investment Company, Ltd. and Redwood Consulting (Cayman) Ltd. has entered into a lock-up undertaking in favour of the Joint Global Coordinators and undertakes that for a period from the date of the undertaking until 90 days from the Closing Date, neither it nor its nominee nor any person acting on his behalf will (except with the prior written consent of the Joint Global Coordinators):
issue, offer, sell, contract to sell, pledge, encumber or otherwise dispose of or grant options, issue warrants or offer rights entitling persons to subscribe or purchase any Shares held by him directly (or through nominees) (the "Relevant Shares") or securities of the same class as the Relevant Shares or any securities convertible into, exchangeable for or which carry rights to subscribe or purchase the Relevant Shares or securities of the same class as the Relevant Shares or other instruments representing interests in the Relevant Shares or other securities of the same class as them;
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enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of the ownership of the Relevant Shares;
enter into any transaction with the same economic effect as, or which is designed to, or which may reasonably be expected to result in, or agree to do, any of the foregoing, whether any such transaction of the kind described in (a), (b) or (c) is to be settled by delivery of Relevant Shares or other securities, in cash or otherwise; or
announce or otherwise make public an intention to do any of the foregoing, except that each of the undertakings in (a), (b), (c) or (d) above will not apply in respect of (i) any purchase of Shares made directly by the Shareholder, (ii) the granting of any security interest over the Relevant Shares or any transfer of the Relevant Shares pursuant to any security interest granted or to be granted over such Relevant Shares, by the Shareholder to a third party as collateral for any share-backed financing (but excluding any collar financing) or a transfer of such Relevant Shares on enforcement of any such security or (iii) any arrangement described in (a), (b),
or (d) above which the Shareholders had entered into prior to the date of the Subscription Agreement.
Termination
The Joint Global Coordinators may, by notice to the Company given at any time prior to payment of the net subscription monies for the Bonds to the Company, terminate the Subscription Agreement in any of the following circumstances:
if there shall have come to the notice of the Joint Lead Managers any breach of, or any event rendering untrue or incorrect in any material respect, any of the warranties and representations contained in the Subscription Agreement or any failure to perform any of the Company's undertakings or agreements in the Subscription Agreement;
if any of the conditions specified in Clause 6 of the Subscription Agreement has not been satisfied or waived by the Joint Global Coordinators on or prior to the Closing Date;
if in the opinion of the Joint Global Coordinators, there shall have been, since the date of the Subscription Agreement, any change, or any development involving a prospective change, in national or international monetary, financial, political or economic conditions (including any disruption to trading generally, or trading in any securities of the Company on any stock exchange or in any over-the-counter market) or currency exchange rates or foreign exchange controls such as would in their view, be likely to prejudice materially the success of the offering and distribution of the Bonds or dealings in the Bonds in the secondary market;
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if, in the opinion of the Joint Global Coordinators, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc, the SGX-ST and/or the Hong Kong Stock Exchange and/or any other stock exchange on which the Company's securities are traded; (ii) a suspension or a material limitation in trading in the Company's securities on the SGX-ST, the Hong Kong Stock Exchange and/or any other stock exchange on which the Company's securities are traded; (iii) a general moratorium on commercial banking activities in the United States, Hong Kong, the PRC, Singapore and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, Hong Kong, the PRC, Singapore or the United Kingdom; or (iv) a change or development involving a prospective change in taxation affecting the Company, the Bonds and the Shares to be issued upon conversion of the Bonds or the transfer thereof; or
if, in the opinion of the Joint Global Coordinators, there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God, epidemic, pandemic or outbreak of diseases) as would in their view be likely to prejudice materially the success of the offering and distribution of the Bonds or dealings in the Bonds in the secondary market.
PRINCIPAL TERMS OF THE BONDS
The principal terms of the Bonds are summarised below:
Issuer:
ESR Cayman Limited.
Principal amount of the
US$350,000,000, convertible into fully paid ordinary shares
Bonds:
with a par value of US$0.001 each in the issued and paid up
capital of the Company.
Issue price:
100.00% of the principal amount of the Bonds.
Form and denomination
The Bonds will be issued in registered form and in
of the Bonds:
denominations of US$200,000 and integral multiples of
US$1,000 in excess thereof.
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Status of the Bonds:
The Bonds constitute direct, unconditional, unsubordinated
and subject to the Conditions, unsecured obligations of the
Company and shall at all times rank pari passu and without
any preference or priority among themselves. The payment
obligations of the Company under the Bonds shall, save for
such exceptions as may be provided by mandatory provisions
of applicable law and subject to the Conditions, at all times
rank at least equally with all of the Company's other present
and future unsecured and unsubordinated obligations.
Maturity:
Unless previously redeemed, converted or purchased and
cancelled as provided in the Conditions, the Company will
redeem each Bond at 100 per cent. of its principal amount
together with accrued and unpaid interest thereon on the
Maturity Date.
Conversion period:
Subject to and upon compliance with the provisions of the
Conditions, each Bondholder may exercise the conversion
right attaching to the Bonds at any time (subject to any
applicable fiscal or other laws or regulations and as provided
in the Conditions) (a) on or after the date which is 41 days
after the Closing Date up to and including 3:00 p.m. (at the
place where the certificate evidencing such Bond is deposited
for conversion) on the 10th day prior to the Maturity Date
(both days inclusive), (b) if such Bond shall have been called
for redemption by the Company before the Maturity Date,
then up to and including 3:00 p.m. (at the place aforesaid) on
a date no later than 15 days (in the place aforesaid) prior to
the date fixed for redemption thereof (both days inclusive) or
(c) if notice requiring redemption has been given by the
holder of such Bond pursuant to the Conditions, up to and
including 3:00 p.m. (at the place aforesaid) on the day (in the
place aforesaid) prior to the giving of such notice.
Conversion price:
The initial Conversion Price is HK$32.13 per Conversion
Share, subject to adjustment upon the occurrence of certain
prescribed events, namely: (i) consolidation, subdivision or
reclassification; (ii) capitalisation of profits or reserves; (iii)
capital distributions; (iv) rights issues of Shares or options
over Shares at less than the Current Market Price; (v) rights
issues of other securities; (vi) issues at less than the Current
Market Price; (vii) other issues at less than the Current
Market Price; (viii) modification of rights of conversion etc.;
(ix) other offers to Shareholders; (x) Change of Control; or
(xi) if the Company otherwise determines that an adjustment
should be made to the Conversion Price, each as described in
the Conditions.
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Ranking of the
The Conversion Shares to be issued upon exercise of the
Conversion Shares:
conversion right attaching to the Bonds will be fully paid
and in all respects rank pari passu with the Shares then in
issue on the date on which the name of the exercising
Bondholder is registered as holder of the relevant Conversion
Shares in the register of members of the Company.
Redemption for taxation
The Bonds may be redeemed at the option of the Company
reasons:
in whole, but not in part, at any time, on giving not less than
30 nor more than 60 days' notice (a "Tax Redemption
Notice") to the Bondholders in accordance with the
Conditions (which notice shall be irrevocable) and in writing
to the Trustee and the Principal Agent on the date specified
in the Tax Redemption Notice for redemption at their
principal amount as at such date, together with interest
accrued but unpaid to but excluding such date (if any), if the
Company satisfies the Trustee immediately prior to the
giving of such notice that (i) it has or will become obliged to
pay additional tax as provided or referred to in the
Conditions or increase the payment of such additional
amounts as a result of any change in, or amendment to, the
laws (or any regulations, rulings or other administrative
pronouncements promulgated thereunder) of the Cayman
Islands or any political subdivision or any authority thereof
or therein having power to tax, or any change in the
application or official interpretation of such laws,
regulations, rulings or other administrative pronouncements,
which change or amendment is effective on or after 9
September 2020, and (ii) such obligations cannot be avoided
by the Company taking reasonable measures available to it,
provided that no Tax Redemption Notice shall be given
earlier than 90 days prior to the earliest date on which the
Company would be obliged to pay such additional amounts
were a payment in respect of the Bonds then due.
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Redemption at the
On giving not less than 30 nor more than 60 days' notice to
option of the Issuer:
the Principal Agent and the Trustee in writing and to the
Bondholders in accordance with the Conditions (which
notice will be irrevocable), the Company:
(i)
may at any time after 30 September 2023 and prior to
the Maturity Date redeem in whole, but not in part, the
Bonds for the time being outstanding at their principal
amount, together with interest accrued but unpaid to
but excluding the date fixed for redemption, provided
that the Closing Price of the Shares (derived from the
Daily Quotations Sheet of the Stock Exchange or, as
the case may be, the equivalent quotation sheet of an
Alternative Stock Exchange and translated into U.S.
dollars at the Prevailing Rate) for each of 20 out of 30
consecutive Trading Days, the last of which occurs not
more than five Trading Days prior to the date upon
which notice of such redemption, is published was at
least 130 per cent. of the Conversion Price then in
effect; or
(ii)
may at any time prior to the Maturity Date redeem in
whole, but not in part, the Bonds for the time being
outstanding at their principal amount, together with
interest accrued but unpaid to but excluding the date
fixed for redemption, provided that prior to the date of
such notice at least 90 per cent. in principal amount of
the Bonds originally issued has already been converted,
redeemed or purchased and cancelled.
Redemption at the
The Company will, at the option of the holder of any Bond
option of the
redeem all or some only of such holder's Bonds on 30
Bondholders:
September 2023 at 100 per cent. of their principal amount,
together with interest accrued but unpaid up to but excluding
such date.
Redemption for
Following occurrence of a Relevant Event (as defined
Relevant Event:
below), each Bondholder will have the right by notice given
to the Paying Agent (as defined under the Conditions) not
later than 60 days following a Relevant Event, or if later, 60
days following the date upon which notice thereof is given to
Bondholders by the Company to redeem all or some only of
such holder's Bonds on the fourteenth (14th) day after the
expiry of such 60-day period at their principal amount.
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Negative pledge:
So long as any of the Bonds remains outstanding (as defined
in the Trust Deed), the Company will not, and will ensure
that none of its Principal Subsidiaries (as defined under the
Conditions) will, create or have outstanding, any mortgage,
charge, lien, pledge or other security interest (each a
"Security Interest"), other than a Permitted Security
Interest, upon the whole or any part of its present or future
undertaking, assets or revenues (including any uncalled
capital) to secure any Relevant Indebtedness or to secure any
guarantee or indemnity in respect of any Relevant
Indebtedness without at the same time or prior thereto
according to the Bonds the same security as is created or
subsisting to secure any such Relevant Indebtedness,
guarantee or indemnity or such other security as either (i) the
Trustee shall in its absolute discretion deem not materially
less beneficial to the interests of the Bondholders or (ii) shall
be approved by an Extraordinary Resolution (as defined in
the Trust Deed) of the Bondholders.
Listing:
The Company will apply to the SGX-ST for the listing of the
Bonds and to the Stock Exchange for the listing of the
Conversion Shares.
Clearing systems:
Upon issue, the Bonds will be represented by a global
certificate deposited with a common depositary for, and
representing Bonds registered in the name of a nominee of,
Euroclear Bank SA/NV and Clearstream Banking S.A.
Transferability:
Transfers of interests in the Bonds evidenced by the global
certificate will be effected in accordance with the rules of
the relevant clearing systems.
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CONVERSION PRICE AND CONVERSION SHARES
The initial Conversion Price of HK$32.13 per Conversion Share represents:
a premium of 27.50% over the closing price of the Shares at HK$25.20 per Share quoted on the Stock Exchange on 9 September 2020, which is the date of the Subscription Agreement;
a premium of 32.11% over the average closing price of the Shares at HK$24.32 per Share for the last five consecutive trading days up to and including 8 September 2020, which is the last trading day before the date of the Subscription Agreement; and
a premium of 36.43% over the average closing price of approximately HK$23.55 per Share for the last ten consecutive trading days up to and including 8 September 2020, which is the last trading day before the date of the Subscription Agreement.
The Bonds will be convertible into 84,427,015 Conversion Shares upon exercise of the conversion right attaching to the Bonds in full based on the initial Conversion Price of HK$32.13 per Conversion Share, having an aggregate nominal amount of US$84,427.0 based on a par value of US$0.001 per Share, represent:
approximately 2.77% of the total number of Shares of the Company in issue as at the date of this announcement; and
approximately 2.69% of the enlarged total number of issued Shares of the Company upon allotment and issue of such Conversion Shares, assuming that there is no other change to the issued share capital of the Company.
GENERAL MANDATE
The Conversion Shares that may fall to be issued upon exercise of the conversion right attaching to the Bonds will be issued under the General Mandate. As at the date of this announcement, the General Mandate has not issued any Shares pursuant to the General Mandate and up to 607,252,247 new Shares may be issued thereunder. The General Mandate is therefore sufficient for the allotment and issue of the Conversion Shares. As such, the Bond Issue and the Conversion Shares thereunder are not subject to Shareholders' approval at a general meeting.
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APPLICATION FOR LISTING
The Company will apply to the SGX-ST for the listing and quotation of the Bonds on the SGX-ST. An application by the Company will also be made to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares which will be issued upon exercise of the conversion right attaching to the Bonds.
REASONS FOR THE BOND ISSUE AND USE OF PROCEEDS
The estimated net proceeds from the Bond Issue, after deducting fees, commission and expenses payable in connection with the Bond Issue, will be approximately US$344.9 million. Based on the estimated net proceeds and assuming the full conversion of the Bonds, the net price per Conversion Share is estimated to be approximately HK$31.66. The Company intends to use the proceeds for refinancing of existing borrowings, financing of potential acquisition and investment opportunities which the Group may pursue in the future as well as the working capital requirements and the general corporate purposes of the Group.
The Directors believe that the Bond Issue will bring about a diversification of funding sources and expansion of investor base. This is the first convertible bond issue for the Company, and is in line with its capital management strategy.
The Directors (including the independent non-executive Directors) consider that the terms and conditions of the Subscription Agreement and the Bonds are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole.
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EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS
On 1 November 2019, the Company issued 280,140,000 Shares at HK$16.80 per Share in connection with the global offering and listing of the Shares on the Stock Exchange. The net proceeds raised from the initial public offering were approximately HK$4,461.5 million, which have been fully utilised in accordance with the use of proceeds set out in the prospectus of the Company dated 22 October 2019 (the "Prospectus").
Amounts
utilised during
the period from
Amounts
Allocation of
the listing date on
not yet utilised
Intended use of proceeds
net proceeds
1 November 2019
as at
as set out in the Prospectus
in the proportion
to 30 June 2020
30 June 2020
For the repayment of the Hana
71% or
Approximately
0
Notes and redemption of
HK$3,162 million
US$404 million
the Class C Preference Shares.
(approximately
US$404 million)
For the development of logistics
29% or
Approximately
0
properties on the Company's
HK$1,300 million
US$166 million
own balance sheet and making
(approximately
co-investments in the funds and
US$166 million)
investment vehicles the
Company manages.
Save as disclosed above, the Company has not carried out any equity fund raising activities since the listing of the Shares on the Stock Exchange on 1 November 2019.
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EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY
The table below sets out the Company's shareholding structure as at the date of this announcement and upon full exercise of the conversion right attaching to the Bonds:
Assuming the Bonds are fully
issued and converted into
Shares at the initial
Shareholding as at the
Conversion Price of HK$32.13
date of this announcement
each (subject to adjustment)
Approximate %
Approximate %
of issued share
of issued share
Number of
capital of the
Number of
capital of the
Shareholder
Shares
Company
Shares
Company
Directors (Note)
686,867,269
22.50%
686,867,269
21.89%
OMERS Administration
Corporation
486,808,995
15.94%
486,808,995
15.51%
SK Holdings Co., Ltd.
336,539,292
11.02%
336,539,292
10.73%
Public Shareholders
1,543,116,064
50.54%
1,543,116,064
49.18%
Bondholders
-
-
84,427,015
2.69%
Total
3,053,331,620
100%
3,137,758,635
100%
Note:
Includes Shares held by Directors or their close associates but does not include interests in share options granted pursuant to the Tier 1 ESOP.
GENERAL
Completion of the Bond Issue is subject to the satisfaction of the conditions precedent to the Subscription Agreement and may or may not materialise. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.
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DEFINITIONS
In this announcement, unless the context requires otherwise, the following expressions have the following means:
"Agency Agreement"
the paying, conversion and transfer agency agreement
between the Company, the Trustee and the agents to be
named therein to be dated the Closing Date
"Alternative Stock
at any time, in the case of the Shares, if they are not at that
Exchange"
time listed and traded on the Stock Exchange, such other
internationally recognised stock exchange which is the
principal stock exchange or securities market on which the
Shares are then listed or quoted or dealt in
"Board"
the board of Directors
"Bondholder"
holders of the Bonds
"Bonds"
the US$350,000,000 1.50 per cent. convertible bonds due
2025 to be issued by the Company
"Bond Issue"
the issue of the Bonds by the Company
"Change of Control"
the occurrence of any of the following events:
(i) any other Person or Persons, acting together, except
where such Person(s) is Controlled by the Permitted
Holders, acquires Control of the Company; or
(ii) the Company consolidates with or merges into or sells
or transfers all or substantially all of the Company's
assets to any other Person or Persons, acting together,
except where such Person(s) is Controlled by the
Permitted Holders
"Class C Preference
the Class C preference shares, with a par value of US$0.001
Shares"
each, in the share capital of the Company, which were fully
redeemed on 6 November 2019
"Closing Date"
the closing date for the Bond Issue, which is expected to be
on 30 September 2020 or such later date, not being later than
14 days after 30 September 2020 as may be agreed between
the Company and the Joint Lead Managers
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"Company"
ESR Cayman Limited, a 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: 1821)
"Conditions"
the terms and conditions of the Bonds
"connected person"
has the meaning ascribed to it under the Listing Rules
"Control"
the acquisition or control of more than 50 per cent. of the
Voting Rights of the issued share capital of the Company or
the right to appoint and/or remove all or the majority of the
members of the Company's board of directors or other
governing body, whether obtained directly or indirectly, and
whether obtained by ownership of share capital, the
possession of Voting Rights, contract or otherwise
"Conversion Price"
the price at which the Shares will be issued upon conversion
of the Bonds and the initial conversion price being HK$32.13
per Share (subject to adjustments in the manner provided in
the Conditions)
"Conversion Shares"
the Share(s) to be issued by the Company upon conversion
of the Bonds
"Current Market Price"
in respect of a Share on a particular date, the average of the
Closing Prices for one Share (being a Share carrying full
entitlement to dividend) for the 20 consecutive Trading Days
ending on the Trading Day immediately preceding such date;
provided that if at any time during the said 20 Trading
Day-period the Shares shall have been quoted ex-dividend
and during some other part of that period the Shares shall
have been quoted cum-dividend then:
(i) if the Shares to be issued in such circumstances do not
rank for the dividend in question, the Closing Price on
the dates on which the Shares shall have been quoted
cum-dividend shall for the purpose of this definition be
deemed to be the amount thereof reduced by an amount
equal to the Fair Market Value of that dividend per
Share; or
17
(ii) if the Shares to be issued in such circumstances rank for the dividend in question, the Closing Price on the dates on which the Shares shall have been quoted ex-dividend shall for the purpose of this definition be deemed to be the amount thereof increased by the Fair
Market Value of that dividend per Share;
and provided further that if the Shares on each of the said 20
Trading Days have been quoted cum-dividend in respect of a
dividend which has been declared or announced but the
Shares to be issued do not rank for that dividend, the Closing
Price on each of such dates shall for the purpose of this
definition be deemed to be the amount thereof reduced by an
amount equal to the Fair Market Value of that dividend per
Share.
"Directors"
directors of the Company
"General Mandate"
the general mandate granted to the Directors by the
Shareholders at the annual general meeting of the Company
held on 3 June 2020, which authorised the Directors to allot,
issue and deal with Shares up to 20% of the share capital of
the Company in issue at 3 June 2020
"Group"
the Company and its subsidiaries from time to time
"Hana Notes"
the US$300 million notes due 2019 issued by the Company
to Hana Private Real Estate Investment Trust No. 16 and
Hana Private Real Estate Investment Trust No. 17 which
were repaid on 6 November 2019
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong special administrative Region of the People's
Republic of China
"Japan Funds"
the funds and other investment vehicles through which the
Group's properties in Japan are from time to time held
"Joint Global
Credit Suisse (Singapore) Limited and Morgan Stanley &
Coordinators"
Co. International plc
"Joint Lead Managers"
Credit Suisse (Singapore) Limited, Morgan Stanley & Co.
International plc and Deutsche Bank AG Hong Kong Branch
18
"Permitted Security
a Security Interest over any present and future assets or
Interest"
revenues or any part thereof in connection with any
Structured Finance Transaction (including, without
limitation, any issue of TMK Bonds)
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock
Exchange
"Maturity Date"
on or about 30 September 2025
"Permitted Holders"
the aggregate shareholding of Mr. Jinchu Shen, Mr. Stuart
Gibson and Mr. Charles Alexander Portes and:
(i) any heir, estate, lineal descendant (or spouse thereof),
spouse or parent of any of Mr. Jinchu Shen, Mr. Stuart
Gibson and Mr. Charles Alexander Portes; or
(ii) any trust, corporation, partnership or other entity, of
which the direct or indirect beneficiaries, equity
holders, partners or owners are any of Mr. Jinchu Shen,
Mr. Stuart Gibson and Mr. Charles Alexander Portes
and/or such other Persons referred to in paragraph (i)
above
"Person"
includes any individual, company, corporation, firm,
organisation, trust, state or agency of a state (in each case
whether or not being a separate legal entity) but does not
include the (i) the Company's board of directors or any other
governing board or (ii) the Company's wholly-owned direct
or indirect subsidiaries
"PRC"
the People's Republic of China, excluding for the purpose of
t h i s a n n o u n c e m e n t , H o n g K o n g , M a c a u S p e c i a l
Administrative Region and Taiwan
19
"Prevailing Rate"
in respect of any currency on any day, the bid exchange rate
between the relevant currencies prevailing as at or about
12:00 noon (Hong Kong time) on that date as appearing on
or derived from the relevant page on Bloomberg or, if there
is no such page, on Reuters or such other information service
provider that displays the relevant information or, if such a
rate cannot be determined at such time, the rate prevailing as
at or about 12:00 noon (Hong Kong time) on the immediately
preceding day on which such rate can be so determined
"Principal Agent"
Deutsche Bank AG, Singapore Branch
"Publication Date"
the date not later than two business days prior to the Closing
Date or such other date as may be agreed between the
Company and the Joint Global Coordinator
"Relevant Event"
a Relevant Event occurs when:
(i) when the Shares cease to be listed or admitted to
trading or suspended for trading for a period equal to or
exceeding 30 consecutive Trading Days on the Stock
Exchange or, if applicable, the Alternative Stock
Exchange; or
(ii) when there is a Change of Control
"Relevant Indebtedness"
any indebtedness which is in the form of or represented or
evidenced by bonds, notes, debentures, loan stock or other
securities which for the time being are, or are intended to be,
quoted, listed, or dealt in or traded on any stock exchange or
over the counter or on any other securities market
"SGX-ST"
Singapore Exchange Securities Trading Limited
"Shareholders"
holders of shares of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
20
"Structured Finance
any securitisation or other structured finance transaction
Transaction"
involving the transfer of any assets, revenues, undertakings
or risks associated with any such assets, revenues or
undertakings to, and the issue of securities or other
indebtedness by, a special purpose company (a "Special
Purpose Company") and provided that (i) none of the
obligations of the Special Purpose Company in respect of the
transaction is subject to any recourse whatsoever in respect
thereof to the Company and/or its Principal Subsidiaries, (ii)
recourse to the Special Purpose Company for amounts owing
under the transactions is limited to the income or cashflow of
the assets or collateral comprising the Security Interest for
such transaction, (iii) the transaction is conducted on arm's
length terms and (iv) the benefit of the transaction accrues,
directly or indirectly, to the Company
"Subscription
the subscription agreement dated 9 September 2020 entered
Agreement"
into between the Company and the Joint Lead Managers in
relation to the Bond Issue
"subsidiary" or
in relation to any company or corporation, any company or
"Subsidiary"
corporation:
(i) which is controlled, directly or indirectly, by the first
mentioned company or corporation; or
(ii) more than half of the issued equity share capital of
which is beneficially owned, directly or indirectly, by
the first mentioned company or corporation and its
financial results are consolidated under applicable
accounting standards with those of such first mentioned
company or corporation; or
(iii) which is a subsidiary of another subsidiary of the first
mentioned company or corporation,
and, for these purposes, a company or corporation shall be
treated as being controlled by another if that other company
or corporation is able to direct its affairs and/or to control
the composition of its board of directors or equivalent body
"TMK"
a special purpose securitisation vehicle established under the
TMK Law
21
"TMK Bonds"
asset-backed securities issued by any TMK subsidiary of the
Japan Funds
"TMK Law"
the Law concerning the Liquidation of Assets of Japan (Law
No. 105 of 1998)
"Trustee"
DB Trustees (Hong Kong) Limited
"Trust Deed"
the trust deed made between, among others, the Company
and the Trustee to be dated the Closing Date
"United States"
the United States of America
"US$"
United States dollars, the lawful currency of the United
States of America
"Voting Rights"
the right generally to vote at a general meeting of
shareholders of the Company (irrespective of whether or not,
at the time, stock of any other class or classes shall have, or
might have, voting power by reason of the happening of any
contingency)
"%"
per cent.
By order of the Board
ESR Cayman Limited
Jinchu Shen
Director
Hong Kong, 10 September 2020
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Jinchu Shen, Mr. Stuart Gibson and Mr. Charles Alexander Portes as Executive Directors, Mr. Jeffrey David Perlman as the Chairman and Non-executive Director, Mr. Zhenhui Wang and Mr. Ho Jeong Lee as Non-executive Directors, Mr. Brett Harold Krause, The Right Honourable Sir Hugo George William Swire, KCMG, Mr. Simon James McDonald, Ms. Jingsheng Liu and Mr. Robin Tom Holdsworth as Independent Non-executive Directors.
22
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ESR Cayman Ltd. published this content on 10 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 September 2020 23:34:03 UTC
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