Redco Properties : PROPOSED ADDITIONAL ISSUE OF USD SENIOR NOTES (TO BE CONSOLIDATED AND FORM A SINGLE SERIES WITH THE US$220 MILLION 8.0% SENIOR SUSTAINABILITY NOTES DUE 2022)
05/07/2021 | 04:03am EDT
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.
REDCO PROPERTIES GROUP LIMITED
力 高 地 產 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1622)
PROPOSED ADDITIONAL ISSUE OF USD SENIOR NOTES
(TO BE CONSOLIDATED AND FORM A SINGLE SERIES WITH THE US$220 MILLION 8.0% SENIOR SUSTAINABILITY NOTES DUE 2022)
References are made to the announcements of the Company dated 7 April 2021, 8 April 2021 and 19 April 2021 in respect of the issuance of the Original Notes by the Company.
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The Company proposes to conduct a further international offering of senior notes on the terms and conditions of the Original Notes, save for the issue date, the first interest payment date and the issue price.
Standard Chartered Bank will be the sole global coordinator, sole bookrunner, sole lead manager and sustainability structuring advisor of the Proposed Additional Notes Issue. Upon finalising the terms of the Additional Notes, it is expected that Standard Chartered Bank and the Company, among others, will enter into the Purchase Agreement, pursuant to which Standard Chartered Bank will be the initial purchaser of the Additional Notes. The Company will make a further announcement in respect of the Proposed Additional Notes Issue upon the execution of the Purchase Agreement.
The Additional Notes have not been, and will not be, registered under the Securities Act. The Additional Notes will only be offered outside the United States in offshore transactions 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 Additional Notes will be offered to the public in Hong Kong.
MiFID II professionals/ECPs-only/No PRIIPs 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 Additional Notes are not available to retail investors in the EEA.
UK MiFIR professionals/ECPs-only/No UK PRIIPs KID - Manufacturer target market (MiFIR 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 UK.
Application will be made to the SGX-ST for the listing and quotation of the Additional Notes on the SGX-ST. Approval in-principle from, admission to the Official List of, and listing and quotation of the Additional Notes on, the SGX-ST are not to be taken as an indication of the merits of the offering, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any) or any other subsidiary or associated company of the Company, the Additional Notes or the Subsidiary Guarantees. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this announcement.
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In this announcement, the following expressions shall have the meanings set forth below unless the context requires otherwise:
the US$ senior notes to be issued by the Company
(to be consolidated and form a single series with
the Original Notes)
the board of Directors
Redco Properties Group 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
the directors of the Company
the European Economic Area
the Company and its subsidiaries
the Hong Kong Special Administrative Region of
"JV Subsidiary Guarantors"
each subsidiary of the Company which in the future
provides a limited recourse guarantees given by the
JV Subsidiary Guarantors on the Additional Notes
the Rules Governing the Listing of Securities on
the Stock Exchange
the 8.0% senior sustainability notes due 2022 in the
aggregate principal amount of US$220 million
issued on 14 April 2021 by the Company
the People's Republic of China
"Proposed Additional Notes
the issue of the Additional Notes by the Company
the agreement proposed to be entered into by and
among, inter alia, Standard Chartered Bank, the
Company and the Subsidiary Guarantors in relation
to the Proposed Additional Notes Issue
the United States Securities Act of 1933, as
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Singapore Exchange Securities Trading Limited
The Stock Exchange of Hong Kong Limited
guarantees for the Additional Notes to be provided
by the Subsidiary Guarantors
certain existing non-PRC subsidiaries of the
Company that on the issue date of the Additional
Notes will provide guarantees for the Additional
"U.S. Dollars" or "US$"
United States dollar(s), the lawful currency of the
the United Kingdom
the United States of America
By Order of the Board
Redco Properties Group Limited
Wong Yeuk Hung
Hong Kong, 7 May 2021
As at the date of this announcement, the executive directors of the Company are Mr. Wong Yeuk Hung, Mr. Huang Ruoqing and Mr. Tang Chengyong; and the independent non-executive directors of the Company are Mr. Chau On Ta Yuen SBS, BBS, Mr. Yip Tai Him and Dr. Tam Kam Kau GBS, SBS, JP.
Redco Properties Group Ltd. published this content on 07 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 May 2021 08:01:09 UTC.