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 Securities Act, and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the 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.

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 (the ''FSMA''). 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 contents.

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Logan Group Company Limited

龍 光 集 團 有 限 公 司

ISSUANCE OF 4.25%

USD SENIOR NOTES DUE 2024

On 14 September 2020, the Company and the Subsidiary Guarantors entered into the Purchase Agreement with Guotai Junan International, The Bank of East Asia, Limited, CMBC Capital, Haitong International, BNP PARIBAS and China Minsheng Banking Corp., Ltd., Hong Kong Branch in connection with the Notes Issue.

MiFID II professionals/ECPs-only/NoPRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the EEA or UK.

The Company will seek a listing of the Notes on the Stock Exchange. A confirmation of the eligibility for the listing of the Notes has been received from the Stock Exchange. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes.

The Notes are expected to be rated ''BB'' by Fitch Ratings and ''BBB-''(investment-grade) by Lianhe Global.

On 14 September 2020, the Company, together with the Subsidiary Guarantors, entered into the Purchase Agreement with Guotai Junan International, The Bank of East Asia, Limited, CMBC Capital, Haitong International, BNP PARIBAS and China Minsheng Banking Corp., Ltd., Hong Kong Branch in connection with the Notes Issue.

THE PURCHASE AGREEMENT

Date: 14 September 2020

Parties to the Purchase Agreement

(a) the Company;

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  1. the Subsidiary Guarantors;
  2. Guotai Junan International;
  3. The Bank of East Asia, Limited;
  4. CMBC Capital;
  5. Haitong International;
  6. BNP PARIBAS; and
  7. China Minsheng Banking Corp., Ltd., Hong Kong Branch.

Guotai Junan International, The Bank of East Asia, Limited, CMBC Capital, Haitong International, BNP PARIBAS and China Minsheng Banking Corp., Ltd., Hong Kong Branch are the joint global coordinators, the joint bookrunners and joint lead managers in respect of the offer and sale of the Notes. They are also the initial purchasers of the Notes.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of Guotai Junan International, The Bank of East Asia, Limited, CMBC Capital, Haitong International, BNP PARIBAS and China Minsheng Banking Corp., Ltd., Hong Kong Branch is an independent third party and not a connected person of the Company and its connected persons.

MiFID II professionals/ECPs-only/NoPRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the EEA or UK.

The Notes and the Subsidiary Guarantees have not been, and will not be, registered under the Securities Act. The Notes and the Subsidiary Guarantees will only be offered and sold by the initial purchasers of the Notes outside the United States in compliance with Regulation S under the 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 Securities Act. None of the Notes will be offered to the public in Hong Kong.

Principal terms of the Notes

The following is a summary of certain provisions of the Notes and the Indenture. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, the Notes, the Subsidiary Guarantees, and the JV Subsidiary Guarantees, if any.

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Notes Offered

Subject to certain conditions to completion, the Company will issue US$100.0 million aggregate principal amount of 4.25% senior guaranteed notes due 2024. The Notes will mature on 17 September 2024, unless earlier redeemed in accordance with the terms thereof.

Offering Price

The offering price will be 100.0% of the principal amount of the Notes.

Interest

The Notes will bear interest from and including 17 September 2020 at the rate of 4.25% per annum, payable semi-annually in arrears on 17 March and 17 September of each year, commencing on 17 March 2021.

Ranking of the Notes

The Notes are (1) general obligations of the Company; (2) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes; (3) at least pari passu in right of payment with all other unsecured and unsubordinated indebtedness of the Company (subject to any priority rights of such unsecured and unsubordinated indebtedness pursuant to applicable law); (4) guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any) on a senior basis, subject to certain limitations; (5) effectively subordinated to the secured obligations of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors, (if any) to the extent of the value of the assets serving as security therefor; and (6) effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not Subsidiary Guarantors or JV Subsidiary Guarantors (if any).

Events of default

The events of default under the Notes include, among others: (a) default in the payment of principal of (or premium, if any, on) the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 consecutive days; (c) default in the performance or breach of the provisions of certain covenants under the Indenture relating to consolidation, merger and sale of assets, the failure by the Company to make or consummate an offer to purchase in the manner described in the Indenture; (d) the Company or certain of its subsidiaries default in the performance of or breaches any other covenant or agreement in the Indenture or under the Notes (other than a default specified in (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice by Citicorp International Limited as trustee or the

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holders of 25% or more in aggregate principal amount of the Notes; (e) there occurs with respect to any indebtedness of the Company or certain of its subsidiaries having an outstanding principal amount of US$30.0 million or more in the aggregate for all such indebtedness (i) an event of default that has caused the holder of such indebtedness to declare such indebtedness to be due and payable prior to its stated maturity and/or (ii) the failure to make a principal payment when due; (f) one or more final judgments or orders for the payment of money are rendered against the Company or certain of its subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such persons to exceed US$30.0 million during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect; (g) an involuntary case or other proceeding is commenced against the Company or certain of the Company's subsidiaries with respect to it or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or certain of its subsidiaries or for any substantial part of the property and assets of the Company or certain of its subsidiaries, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days, or an order for relief is entered against the Company or certain of its subsidiaries under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect; (h) the Company or certain of its subsidiaries commence voluntary bankruptcy, insolvency or other similar proceedings, consent to such similar action or effects any general assignment for the benefit of creditors; and (i) any Subsidiary Guarantor or JV Subsidiary Guarantor (if any) denies or disaffirms its obligations under its guarantee or, except as permitted by the Indenture, any guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect.

If an event of default (other than an event of default specified in (g) or (h) above) occurs and is continuing under the Indenture, the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding, may, by written notice to the Company (and to the trustee if such notice is given by the holders), may, and the trustee at the written request of such holders shall, subject to receiving indemnity and/or security to its satisfaction, declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable. If an event of default specified in clause (g) or (h) above occurs with respect to the Company or certain of its subsidiaries, the principal of, premium, if any, and accrued and unpaid interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder.

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Covenants

The Notes, the Indenture, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) will limit the Company's ability and the ability of certain of its subsidiaries to, among other things:

  1. incur additional indebtedness and issue disqualified or preferred stock;
  2. declare dividends on its capital stock or purchase or redeem capital stock;
  3. make investments or other specified restricted payments;
  4. issue or sell capital stock of certain of its subsidiaries;
  5. guarantee indebtedness of certain of its subsidiaries;
  6. sell assets;
  7. create liens;
  8. enter into sale and leaseback transactions;
  9. enter into agreements that restrict certain of its subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;
  10. enter into transactions with shareholders or affiliates; and
  11. effect a consolidation or merger.

Optional Redemption

At any time and from time to time on or after 17 September 2023, the Company may at its option redeem the Notes, in whole or in part, at a redemption price of 102.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to (but not including) the redemption date.

At any time and from time to time prior to 17 September 2023, the Company may at its option redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus the applicable premium as of, and accrued and unpaid interest (if any) to (but not including), the redemption date.

At any time and from time to time prior to 17 September 2023, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more sales of common stock of the Company in an equity offering at a redemption price of 104.25% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date; provided that at least 65% of the

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aggregate principal amount of the Notes originally issued on the original issue date remains outstanding after each such redemption and any such redemption takes place within 60 days after the closing of the related equity offering.

The Company will give not less than 30 days' nor more than 60 days' notice of any redemption to the holders and the trustee.

Reasons for the Notes Issue

The Group is principally engaged in property development, property investment, construction and decoration and primary land development in the PRC, focusing on the residential property market, and its products are primarily targeted at first-time homebuyers and upgraders. The Company believes demand from such customers is less susceptible to fluctuations in property prices and thus provides stability to the Group's business profile.

The Company intends to use the net proceeds of the Notes Issue for refinancing its existing indebtedness. The Company may adjust its plans in response to changing market conditions and, thus, reallocate the use of the net proceeds.

Listing and rating

The Company will seek a listing of the Notes on the Stock Exchange. A confirmation of the eligibility for the listing of the Notes has been received from the Stock Exchange for the listing of the Notes by way of debt issues to professional investors only as described in the offering memorandum. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes. The Notes are expected to be rated ''BB'' by Fitch Ratings and ''BBB-''(investment-grade) by Lianhe Global.

DEFINITIONS

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

''BNP PARIBAS''

BNP Paribas, a public limited company (socie´te´ anonyme)

incorporated in France and the liability of its members is limited

''Board''

the board of Directors

''China Minsheng

China Minsheng Banking Corp., Ltd., Hong Kong Branch, a

Banking Corp.,

branch of China Minsheng Banking Corp., Ltd., a joint stock

Ltd., Hong Kong

limited company incorporated in the PRC

Branch''

''CMBC Capital''

CMBC Securities Company Limited

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''Company''

Logan Group Company 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

''connected person''

has the meaning ascribed to it under the Listing Rules

''Directors''

the directors of the Company

''EEA''

European Economic Area

''Group''

the Company and its subsidiaries

''Guotai Junan

Guotai Junan Securities (Hong Kong) Limited

International''

''Haitong

Haitong International Securities Company Limited

International''

''Hong Kong''

the Hong Kong Special Administrative Region of the People's

Republic of China

''Indenture''

the written agreement entered into between the Company, the

Subsidiary Guarantors as guarantors and Citicorp International

Limited as trustee, that specifies the terms and conditions of the

Notes including the covenants, events of default, interest rate of

the Notes and the maturity date

''JV Subsidiary

limited recourse guarantees given by the JV Subsidiary

Guarantees''

Guarantors on the Notes

''JV Subsidiary

certain subsidiaries of the Company, other than the Subsidiary

Guarantors''

Guarantors, that guarantee the Company's obligations under the

Notes

''Lianhe Global''

Lianhe Ratings Global Limited

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange

''Notes''

the US$100.0 million 4.25% senior notes due 2024 to be issued

by the Company

''Notes Issue''

the issue of the Notes by the Company

''PRC''

People's Republic of China, excluding Hong Kong, Macao

Special Administrative Region of the People's Republic of China

and Taiwan for the purpose of this announcement

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''Purchase

the agreement dated 14 September 2020 entered into by and

Agreement''

among Guotai Junan International, The Bank of East Asia,

Limited, CMBC Capital, Haitong International, BNP PARIBAS

and China Minsheng Banking Corp., Ltd., Hong Kong Branch,

the Company and the Subsidiary Guarantors in relation to the

Notes Issue

''Securities Act''

the United States Securities Act of 1933, as amended

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''Subsidiary

the guarantees provided by the Subsidiary Guarantors in respect

Guarantees''

of the Notes

''Subsidiary

certain existing non-PRC subsidiaries of the Company that on

Guarantors''

the issue date of the Notes will provide guarantees for the Notes

''U.S. Dollars'',

United States dollar(s), the lawful currency of the United States

''US$'' or ''USD''

''UK''

the United Kingdom

''United States''

the United States of America

''%''

per cent

By Order of the Board

Logan Group Company Limited

Kei Hoi Pang

Chairman

Hong Kong, 14 September 2020

As at the date of this announcement, the executive directors are Mr. Kei Hoi Pang, Mr. Lai Zhuobin, Mr. Xiao Xu and Mr. Wu Jian; the non-executive director is Ms. Kei Perenna Hoi Ting; and the independent non-executive directors are Mr. Zhang Huaqiao, Ms. Liu Ka Ying, Rebecca and Mr. Cai Suisheng.

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Logan Group Co. Ltd. published this content on 14 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2020 10:14:00 UTC