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 is not an offer to sell or the solicitation of an offer to buy securities in the United States or in 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. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States. The Bonds and the securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. 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 and management, as well as financial statements. No public offer of securities is to be made by the Company in the United States.
GREENLAND HONG KONG HOLDINGS LIMITED
綠 地 香 港 控 股 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 337)
VOLUNTARY ANNOUNCEMENT
UPDATE ON PROPOSED ISSUE OF BONDS
(U.S.$300,000,000 6.0 PER CENT. BONDS DUE 2021) BY GREENLAND HONG KONG HOLDINGS LIMITED
Reference is made to the announcement made by the Company on 8 July 2019 (the "Announcement") in relation to the proposed issue of the Bonds by the Company. Capitalised terms used herein shall have the same meanings as those defined in the Announcement unless otherwise stated.
The board of Directors is pleased to announce that on 10 July 2019, the Company entered into a subscription agreement (the "Subscription Agreement") with BOC International, HSBC, Standard Chartered Bank, China Everbright Bank Hong Kong Branch, China Investment Securities International, Guotai Junan International, Haitong International, Orient Securities (Hong Kong) and TF International (together, the "Joint Lead Managers") in connection with the issue of 6.0 per cent. bonds due 2021 in the aggregate principal amount of US$300,000,000 (the "Bonds"). BOC International , HSBC and Standard Chartered Bank, as joint global coordinators, and BOC International, HSBC, Standard Chartered Bank, China Everbright Bank Hong Kong Branch, China Investment Securities International, Guotai Junan International, Haitong International, Orient Securities (Hong Kong) and TF International, as joint bookrunners and joint lead managers are managing the issue of the Bonds.
Application has been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Bonds by way of debt issue to professional investors (as defined in the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong)) only. A confirmation of eligibility for listing of the Bonds has been received from the Hong Kong Stock Exchange. Listing of the Bonds on the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Bonds or the Company.
Although the Bonds have been priced, the proposed issue of the Bonds may or may not materialise. Completion of the issue of the Bonds is subject to the satisfaction, or waiver, of the conditions precedent set forth in the Subscription Agreement and is subject to, among other things, market conditions and investors' interest. In addition, the Subscription Agreement may be terminated by the Joint Lead Managers under certain circumstances. As the issue of the Bonds may or may not be completed, shareholders of the Company and potential investors are reminded to exercise caution when dealing in the securities of the Company.
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ISSUE OF THE Bonds
The board of Directors is pleased to announce that on 10 July 2019, the Company entered into the Subscription Agreement with the Joint Lead Managers in connection with the issue of the Bonds.
PRINCIPAL TERMS OF THE Bonds
Issuer | : | the Company |
Joint Global Coordinators | : | BOC International, HSBC and Standard Chartered Bank |
Joint Lead Managers | : | BOC International, HSBC, Standard Chartered Bank, China |
Everbright Bank Hong Kong Branch, China Investment | ||
Securities International, Guotai Junan International, | ||
Haitong International, Orient Securities (Hong Kong) and | ||
TF International | ||
Principal Amount | : | US$300,000,000 |
Issue Price | : | 100.0 per cent. of the principal amount of the Bonds |
Interest | : | 6.0 per cent. per annum payable semi-annually in arrears |
on 17 January and 17 July of each year, beginning on 17 | ||
January 2020 | ||
Form and Denomination | : | US$200,000 and higher integral multiples of US$1,000 in |
excess thereof | ||
Date of Issue | : | 17 July 2019 |
Date of Maturity | : | 17 July 2021 |
The Directors believe that the proposed issue of the Bonds will be beneficial to the Company since it will allow the Company to obtain financing from international investors and to improve its capital structure.
The Company currently intends to apply the net proceeds from the proposed issue of the Bonds principally for the refinancing of its offshore debt.
Application has been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Bonds by way of debt issue to professional investors (as defined in the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong)) only. A confirmation of eligibility for listing of the Bonds has been received from the Hong Kong Stock Exchange. Listing of the Bonds on the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Bonds or the Company. The Bonds were offered only outside of the United States in reliance on Regulation S under the U.S. Securities Act. The Bonds have not been and will not be registered under the U.S. Securities Act. None of the Bonds were offered to the public in Hong Kong or to any connected person of the Company.
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Although the Bonds have been priced, the proposed issue of the Bonds may or may not materialise. Completion of the issue of the Bonds is subject to the satisfaction, or waiver, of the conditions precedent set forth in the Subscription Agreement and is subject to, among other things, market conditions and investors' interest. In addition, the Subscription Agreement may be terminated by the Joint Lead Managers under certain circumstances. As the issue of the Bonds may or may not be completed, shareholders of the Company and potential investors are reminded to exercise caution when dealing in the securities of the Company.
DEFINITIONS | |
"China Everbright Bank | China Everbright Bank Co., Ltd., Hong Kong Branch. |
Hong Kong Branch" | |
"China Investment | China Investment Securities International Brokerage Limited. |
Securities International" | |
"Guotai Junan | Guotai Junan Securities (Hong Kong) Limited. |
International" | |
"Haitong International" | Haitong International Securities Company Limited. |
"Orient Securities | Orient Securities (Hong Kong) Limited. |
(Hong Kong)" | |
"TF International" | TFI Securities and Futures Limited. |
By order of the Board of Directors | |
Greenland Hong Kong Holdings Limited | |
Chen Jun | |
Chairman | |
Hong Kong, 11 July 2019 |
As at the date of this announcement, the executive Directors of the Company are Mr. Chen Jun, Mr. Wang Weixian, Mr. Hou Guangjun, Mr. Wu Zhengkui and Ms. Wang Xuling; and the independent non-executive Directors of the Company are Mr. Cheong Ying Chew, Henry, Mr. Fong Wo, Felix, JP, and Mr. Kwan Kai Cheong.
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