Modern Land (China) Co., Limited announced that references are made to the announcements of the company dated 26 October 2021, 1 November
2021, 5 November 2021 and 10 January 2022 concerning, among other things, the status of the debt securities of the company. Over the past few months, the Company and its various stakeholders, together with their respective advisors, have been engaged in constructive dialogues towards a restructuring of its offshore indebtedness. Progress has been made with a number of major holders of the Company's existing senior notes as
follows in the negotiations on the terms of a financial restructuring in respect of the Company and the Group: 12.85% senior notes due October 2021 (October 2021 Notes); 11.8% senior notes due February 2022 (February 2022 Notes); 11.5% senior notes due November 2022 (November 2022 Notes); 9.8% senior notes due April 2023 (April 2023 Notes); and 11.95% senior notes due March 2024 (March 2024 Notes, and together with the October 2021 Notes, the February 2022 Notes, the November 2022 Notes and the April 2023 Notes, the "Existing Notes"). These have culminated with an in-principle agreement on the terms of the restructuring of the Existing Notes (the "Proposed Restructuring"). The Proposed Restructuring when completed will provide the Group with a stable capital structure offshore, enable the Group to better manage its operations and deliver long-term value for all of its stakeholders. The Company is therefore pleased to announce the terms of the Proposed Restructuring, together with the restructuring support agreement (the "RSA") which the Company intends to enter into with holders of the Existing Notes to support the implementation of the Proposed Restructuring. In the interests of all parties involved in the Existing Notes, the Group strongly encourages holders of the Existing Notes to consider and enter into the RSA with the Group. The terms of the Proposed Restructuring are set out in the section headed " Term Sheet " in
Schedule 6 to the RSA (the "Term Sheet"). The RSA has been signed by certain holders of the Existing Notes. As at the date of this announcement, holders of approximately 37.4% of the aggregate outstanding principal amount of the Existing Notes (holding an economic or beneficial
interest as principal) have duly executed, and are bound by the terms of the RSA. The Proposed Restructuring is expected to be implemented through a scheme of arrangement in the Cayman Islands (the "Cayman Scheme"). A scheme of arrangement is a statutory mechanism which allows the relevant court to sanction a " compromise or arrangement" which has been voted upon by the relevant classes of creditors and approved by the required majorities; it is not an insolvency procedure. The Company expects to commence the process of implementing the Proposed Restructuring on terms in the RSA as soon as possible. Under the terms of the RSA, among other things: the Company undertakes to perform all actions as are reasonably necessary (provided that such action is consistent in all material respects with the Term Sheet) in order to: implement the Proposed Restructuring and the Cayman Scheme in the manner envisaged by, and materially on the terms and conditions set out in, the RSA and the Term Sheet; and procure that the Scheme Effective Date occurs and the Proposed Restructuring is fully implemented on or before the Longstop Date. each Consenting Creditor undertakes to: vote at the Scheme Meeting in favour of the Cayman Scheme in respect of the aggregate outstanding principal amount of all Existing Notes in which it holds a beneficial interest as principal at the Record Time by delivering, within any applicable time periods, any
proxies, instructions, directions or consents in respect of all Existing Notes in which it holds a beneficial interest as principal, at the Record Time; refrain from taking any Enforcement Action, whether directly or indirectly, which would delay the Scheme Effective Date and/or interfere with the implementation of the Proposed Restructuring and/or the Cayman Scheme or the consummation of the transactions contemplated thereby; and not to object to the Cayman Scheme or any application to the Cayman Court in respect thereof or otherwise commence any proceedings to oppose or alter any Restructuring Document filed by the Company in connection with the confirmation of the Proposed Restructuring, except to the extent that such Restructuring Document is materially inconsistent with the terms as set out in the Term Sheet. A Consenting Creditor who validly holds Eligible Restricted Notes as of the RSA Fee Deadline (21 March 2022) and still holds such Eligible Restricted Notes at the Record Time will, subject to the terms of the RSA (including, but not limited to Clauses 5 (RSA Fee) and 7 (Accession, Transfer and Purchase, and Aggregate Position Disclosure by
The Information Agent)), receive a cash RSA Fee in an amount equal to 0.2% of the aggregate principal amount of the Eligible Restricted Notes held by such Consenting Creditor as of the RSA Fee Deadline. The RSA Fee will be paid by the Company in addition to the $22.916 million
cash redemption fund (equivalent to c. 1.7% of the outstanding principal amount of the Existing Notes) to be split pro rata amongst creditors under the Cayman Scheme. The RSA Fee shall be payable on or prior to the Restructuring Effective Date, provided that the Consenting Creditor, among other things: holds or has acquired its Eligible Restricted Notes in compliance with Clauses 5 (RSA Fee) and 7 (Accession, Transfer and Purchase, and Aggregate Position Disclosure by The Information Agent) of the RSA; votes the entire aggregate amount of the Existing Notes held by it at the Record Time in favour of the Cayman Scheme at the Scheme Meeting (whether in person or by proxy); and has not exercised its rights to terminate the RSA and has not breached any of the terms and conditions set out in Clauses 2 (Restructuring Support), 3 (Undertakings) or 7 (Accession,
Transfer and Purchase, and Aggregate Position Disclosure by The Information Agent) of the RSA in any material respect.