Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON
  1. Homepage
  2. Equities
  3. Hong Kong
  4. Hong Kong Stock Exchange
  5. Zhongliang Holdings Group Company Limited
  6. News
  7. Summary
    2772   KYG9898C1024

ZHONGLIANG HOLDINGS GROUP COMPANY LIMITED

(2772)
  Report
SummaryChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

OFFER TO PURCHASE FOR CASH OF ITS OUTSTANDING 8.75% SENIOR NOTES DUE 2021 UP TO THE MAXIMUM ACCEPTANCE AMOUNT (ISIN: XS2189801041; Common Code: 218980104; Stock Code: 40272)

05/10/2021 | 04:11am 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. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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, management, as well as financial statements. No public offer of securities is to be made by the Company in the United States.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Zhongliang Holdings Group Company Limited

中 梁 控 股 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2772)

OFFER TO PURCHASE FOR CASH

OF ITS OUTSTANDING 8.75% SENIOR NOTES DUE 2021 UP TO

THE MAXIMUM ACCEPTANCE AMOUNT

(ISIN: XS2189801041; Common Code: 218980104; Stock Code: 40272)

Outstanding

Maximum

Description of the

ISIN/Common

principal amount

Acceptance

Expiration

Notes

Code

of the Notes

Amount(1)

Purchase Price(2)

Deadline

8.75% Senior Notes

XS2189801041/

US$250,000,000

the lower of the

US$1,005

4:00 p.m.

due 2021

218980104

Outstanding

(London Time)

(''2021 Notes'')

Principal Amount

on 18 May, 2021(3)

and the New

Issue Amount

  1. As such amount may be changed by the Company in its sole discretion.
  2. Per US$1,000 principal amount of the 2021 Notes accepted for purchase.
  3. Unless extended, re-opened, amended and/or terminated by the Company.

- 1 -

The Company is making an offer to purchase for cash its outstanding 2021 Notes up to the Maximum Acceptance Amount at a purchase price of US$1,005 per US$1,000 principal amount of the 2021 Notes. The Company has made available today to the Eligible Holders the Offer to Purchase setting out, among other things, the terms, the New Issue Condition and other conditions of the Offer.

The Offer is being made as part of the Company's policy to actively manage its balance sheet liabilities and optimize its debt structure.

UBS AG Hong Kong Branch, The Hongkong and Shanghai Banking Corporation Limited and Guotai Junan Securities (Hong Kong) Limited are acting as the Dealer Managers and D.F. King is acting as the Information and Tender Agent in relation to the Offer.

BACKGROUND

The 2021 Notes are listed on the Stock Exchange. The obligations of the Company under the 2021 Notes are guaranteed by certain of the Company's existing subsidiaries. As of the date of this announcement, the aggregate principal amount of US$250.0 million of the 2021 Notes remains outstanding.

The Company is making an offer to purchase for cash its outstanding 2021 Notes up to the Maximum Acceptance Amount at a purchase price of US$1,005 per US$1,000 principal amount of the 2021 Notes. The Company has made available today to the Eligible Holders the Offer to Purchase setting out, among other things, the terms and the New Issue Condition and other conditions of the Offer.

The Company is conducting a Concurrent New Money Issuance. The Concurrent New Money Issuance is not part of the Offer and is conducted pursuant to a separate offering memorandum. The Offer to Purchase is subject to, among others, the New Issue Condition. We expect to announce the interest rate and other pricing details of the 2021 Notes on or about 10 May, 2021.

THE OFFER

On the terms and subject to the New Issue Condition and other conditions of the Offer, the Company is offering to purchase for cash an aggregate principal amount of the 2021 Notes up to the Maximum Acceptance Amount (as such amount may be changed by the Company in its sole discretion). The Company will determine, in its sole discretion, the aggregate principal amount of the 2021 Notes that it will accept (if any) for purchase pursuant to the Offer.

PURCHASE PRICE

The Purchase Price payable to the Eligible Holders whose 2021 Notes are accepted for purchase will be equal to US$1,005 for each US$1,000 in principal amount of the 2021 Notes.

- 2 -

PRORATION

If the aggregate principal amount of 2021 Notes validly tendered is greater than the Maximum Acceptance Amount, the Company will accept tenders of 2021 Notes for purchase on a pro rata basis such that the aggregate principal amount of 2021 Notes accepted for purchase is no greater than the Maximum Acceptance Amount. In addition, the Company reserves the right, in its sole discretion, to accept significantly less than such tendered amount in respect of the 2021 Notes, even if the tendered amount is less than the Maximum Acceptance Amount. Such pro rata application will be performed by accepting (in respect of each relevant Tender Instruction) that proportion of 2021 Notes validly tendered which is equal to the Maximum Acceptance Amount divided by the aggregate principal amount in respect of all 2021 Notes validly tendered, subject to rounding and as described below.

In the event of any such proration, the Company will round downward, if necessary, to ensure all purchases of the 2021 Notes will be in a minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof. However, the Company may elect to accept or reject such tender of the 2021 Notes in full if application of proration will otherwise result in either (i) the Company accepting the 2021 Notes from any Eligible Holder in a principal amount of less than US$200,000 or (ii) the principal amount of the 2021 Notes not purchased due to pro rata application being less than US$200,000. All the 2021 Notes not accepted as a result of proration will be returned to Eligible Holders.

ACCRUED INTEREST PAYMENT

The Company will also pay an Accrued Interest Payment in respect of the 2021 Notes accepted for purchase pursuant to the Offer (from and including the last interest payment date up to, but excluding, the Settlement Date) on the Settlement Date.

SOURCES OF FUNDS

The Company intends to finance the Offer with the proceeds from internal funding.

TENDER INSTRUCTION

In order to participate in the Offer, Eligible Holders must validly tender their 2021 Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent by the Expiration Deadline. Separate Tender Instructions must be submitted on behalf of each individual beneficial owner due to potential proration. Tender Instructions will be irrevocable once delivered in accordance with the terms of the Offer.

Each Tender Instruction must specify the principal amount of the 2021 Notes that the relevant Eligible Holder is tendering at the Purchase Price. The 2021 Notes may be tendered only in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.

- 3 -

DEALER MANAGERS AND INFORMATION AND TENDER AGENT

The Company has appointed UBS AG Hong Kong Branch, The Hongkong and Shanghai Banking Corporation Limited and Guotai Junan Securities (Hong Kong) Limited as the dealer managers and D.F. King as the information and tender agent in relation to the Offer.

INDICATIVE TIMETABLE FOR THE OFFER

Events

Times and Dates

Commencement of the Offer

The Offer is announced. Offer to Purchase available from the

10 May 2021

Information and Tender Agent and on the Offer Website, and

notice of the Offer delivered to the Clearing Systems for

communication to Direct Participants.

Announcement of the Pricing of the New Notes

The interest rate and other pricing of the New Notes offered in

On or about 10 May 2021

the Concurrent New Money Issuance are announced.

Expiration Deadline

Final deadline for receipt of valid Tender Instructions by the

4.00 p.m. (London Time)

Information and Tender Agent.

on 18 May 2021

Announcement of Results

Announcement of whether the Company will accept valid tenders

As soon as reasonably

of the 2021 Notes pursuant to the Offer and, if so accepted, (i)

practicable after the

the aggregate principal amount of the 2021 Notes accepted for

Expiration Deadline

tender and any proration factor (if applicable), (ii) the Purchase

Price and (iii) the Accrued Interest (expressed per US$1,000 in

principal amount of the 2021 Notes accepted for purchase by the

Company).

The Company plans to cancel the 2021 Notes it purchased

pursuant to the Offer. The 2021 Notes that have not been validly

tendered and accepted for purchase pursuant to the Offer will

remain outstanding after the Settlement Date.

Settlement Date

Expected settlement date for the Offer.

On or about 21 May 2021

The above times and dates are subject to the right of the Company to extend, re-open, amend and/or terminate the Offer (subject to applicable law and as provided in the Offer to Purchase).

- 4 -

Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold the 2021 Notes when such intermediary would need to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in the Offer by the deadline set out above. The deadline set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the deadline described above.

Unless stated otherwise, announcements in connection with the Offer will be made through the website of the Stock Exchange and the Offer Website, the issue of a press release to a Notifying News Service and/or the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of the announcements, press releases and notices can also be obtained from the Information and Tender Agent, the contact details for which are on page 6 of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems, and Eligible Holders are urged to contact the Information and Tender Agent for the relevant announcements during the course of the Offer using the contact details on page 6 of this announcement. In addition, Eligible Holders may contact the Dealer Managers for information using the contact details on page 6 of this announcement.

OFFER TO PURCHASE

The Offer to Purchase contains important information which should be read carefully by Eligible Holders before any decision is made with respect to the Offer. Eligible Holders are recommended to seek their own financial and legal advice, including in respect of any tax consequences, from their broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

The terms of the Offer are more fully described in the Offer to Purchase, which sets out further details regarding the tender procedures and the conditions of the Offer.

None of the Company, the Dealer Managers or the Information and Tender Agent (or any of their respective directors, employees or affiliates) makes any recommendation as to whether the Eligible Holders should tender their 2021 Notes in response to the Offer.

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Zhongliang Holdings Group Co. Ltd. published this content on 10 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 08:10:29 UTC.


© Publicnow 2021
All news about ZHONGLIANG HOLDINGS GROUP COMPANY LIMITED
07/22ZHONGLIANG : Repays Over $9 Million Bonds
MT
07/21Zhongliang Holdings Group Company Limited Announces Repurchase of the Septemb..
CI
07/07ZHONGLIANG : Repurchases $5 Million Bonds Due 2022
MT
07/05ZHONGLIANG : Zhonglian Holdings Logs $3 Billion Property Sales in June
MT
07/05Zhongliang Holdings Group Company Limited Announces Certain Unaudited Operati..
CI
06/23Zhongliang Holdings Group Company Limited Announces Board Changes
CI
06/04Zhongliang Holdings Group Company Limited Announces Un-Audited Sales Results ..
CI
06/03Zhongliang Holdings Group Company Limited Approves Final Dividend for the Yea..
CI
05/23Zhongliang Holdings Redeems, Cancels $153 Million of 8.75% Due This Year
MT
05/20ZHONGLIANG : Issues, Files for Hong Kong Bourse Listing of $300 Million of 8.5% ..
MT
More news
Financials
Sales 2021 78 012 M 12 037 M 12 037 M
Net income 2021 4 297 M 663 M 663 M
Net Debt 2021 22 740 M 3 509 M 3 509 M
P/E ratio 2021 3,21x
Yield 2021 12,2%
Capitalization 13 804 M 2 130 M 2 130 M
EV / Sales 2021 0,47x
EV / Sales 2022 0,44x
Nbr of Employees 13 285
Free-Float 17,1%
Chart ZHONGLIANG HOLDINGS GROUP COMPANY LIMITED
Duration : Period :
Zhongliang Holdings Group Company Limited Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends ZHONGLIANG HOLDINGS GROUP COMPANY LIMITED
Short TermMid-TermLong Term
TrendsBearishNeutralNeutral
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 8
Last Close Price 3,85 CNY
Average target price 6,05 CNY
Spread / Average Target 56,9%
EPS Revisions
Managers and Directors
Sze Ka Yau Chief Financial Officer & Executive Director
Ji An Yang Chairman
Kai Guo Wang Independent Non-Executive Director
Xiao Bo Wu Independent Non-Executive Director
Po Fung Au Yeung Independent Non-Executive Director