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 is for information purposes only, and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.
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 have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not intend to make any public offering of securities in the United States.
C C Land Holdings Limited
中 渝 置 地 控 股 有 限 公 司
(Incorporated in Bermuda with limited liability)
Website: www.ccland.com.hk
(Stock Code: 1224)
VOLUNTARY ANNOUNCEMENT
PROPOSED ISSUE OF US$ DENOMINATED NOTES
BY PERFECT POINT VENTURES LIMITED
The Board is pleased to announce that the Issuer proposes to conduct an international offering of the Notes and has arranged a series of investor meetings commencing on 21 May 2019.
As at the date of this announcement, certain of the terms and conditions of the Notes, including their aggregate principal amount, offer price, interest rates and maturity, have yet to be determined. The Notes are proposed to be issued by the Issuer, an indirectly wholly-owned subsidiary of the Company, and unconditionally and irrevocably guaranteed by the Company. The Notes have not been and will not be registered under the Securities Act, and will only be offered and sold outside the United States in offshore transactions in reliance on 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.
Details of the Proposed Notes Issue, including the terms and conditions of the Notes, will be determined through a book-building exercise to be conducted by Haitong International as the sole global coordinator, sole bookrunner and sole lead manager. Completion of the Proposed Notes Issue is subject to, among other things, market conditions and investors' demand. Upon finalising the terms and conditions of the Notes, the Issuer, the Company and Haitong International are expected to enter into a subscription agreement in relation to the Proposed Notes Issue.
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Application will be made by the Company and the Issuer to the Stock Exchange for listing of, and permission to deal in, the Notes by way of debt issue to professional investors only. A confirmation of eligibility for listing of the Notes has been received from the Stock Exchange. Listing of the Notes on the Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Notes, the Issuer or the Company.
As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialize. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.
Further announcement(s) in respect of the Proposed Notes Issue will be made by the Company as and when appropriate.
1.INTRODUCTION
The Board is pleased to announce that the Issuer proposes to conduct an international offering of the Notes and has arranged a series of investors meetings commencing on 21 May 2019.
As at the date of this announcement, certain of the terms and conditions of the Notes, including their aggregate principal amount, offer price, interest rates and maturity, have yet to be determined. The Notes are proposed to be issued by the Issuer, an indirectly wholly-owned subsidiary of the Company, and unconditionally and irrevocably guaranteed by the Company. The Notes have not been and will not be registered under the Securities Act, and will only be offered and sold outside the United States in offshore transactions in reliance on 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.
Details of Proposed Notes Issue, including the terms and conditions of the Notes, will be determined through a book-building exercise to be conducted by Haitong International as the sole global coordinator, sole bookrunner and sole lead manager. Completion of the Proposed
Notes Issue is subject to, among other things, market conditions and investors' demand. Upon finalising the terms and conditions of the Notes, the Issuer, the Company and Haitong International are expected to enter into a subscription agreement in relation to the Proposed Notes Issue.
2.REASONS FOR THE PROPOSED NOTES ISSUE
The Proposed Notes Issue is being undertaken by the Group primarily to raise general working capital for the Group. The Issuer currently intends to on-lend the entire amount of the net proceeds from the Proposed Notes Issue to the Company and/ or other members of the Group as general working capital of the Group. The Company may adjust its plans in response to changing market conditions and, thus reallocate the use of the net proceeds from the Proposed Notes Issue.
3.LISTING
Application will be made by the Company and the Issuer to the Stock Exchange for listing of, and permission to deal in, the Notes by way of debt issue to professional investors only. A confirmation of eligibility for listing of the Notes has been received from the Stock Exchange. Listing of the Notes on the Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Notes, the Issuer or the Company.
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4.INFORMATION ON THE ISSUER AND THE GROUP
The Issuer is a company incorporated in the British Virgin Islands with limited liability and is an indirectly wholly-owned subsidiary of the Company. The principal businesses of the Group are property development and investment, and treasury investments including the provision of financial services.
5.GENERAL
As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialize. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.
Further announcement(s) in respect of the Proposed Notes Issue will be made by the Company as and when appropriate
6.DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
"Board" | the board of Directors |
"Company" | C C Land Holdings Limited, a company incorporated in Bermuda with |
limited liability, whose shares are listed on the main board of the Stock | |
Exchange | |
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"Haitong | Haitong International Securities Company Limited |
International" | |
"Issuer" | Perfect Point Ventures Limited, a company incorporated in the British |
Virgin Islands with limited liability and an indirectly wholly-owned | |
subsidiary of the Company | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
"Notes" | US$ denominated notes |
"professional | has the meaning ascribed to it in Chapter 37 of the Listing Rules and in |
investor(s)" | the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong |
Kong) | |
"Proposed Notes | the proposed issue of the Notes by the Issuer |
Issue" | |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"United States" | the United States of America, its territories and possessions and all |
areas subject to its jurisdiction |
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"US$" | United States dollars, the lawful currency of the United States |
"%"percent
By order of the Board
Lam How Mun Peter
Deputy Chairman and Managing Director
Hong Kong, 20 May 2019
As at the date of this announcement, the Board comprises Mr. Cheung Chung Kiu, Dr. Lam How Mun Peter, Mr. Wong Chi Keung, Mr. Leung Chun Cheong and Mr. Leung Wai Fai as Executive Directors; and Mr. Lam Kin Fung Jeffrey, Mr. Leung Yu Ming Steven and Dr. Wong Lung Tak Patrick as Independent Non-executive Directors.
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