China Jinmao Holdings Group Limited

Transcription

1 NOT FOR DISTRIBUTION IN THE UNITED STATES 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 a 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 is not an offer of securities for sale or the solicitation of an offer to buy securities in the United States or in any country or jurisdiction in which any such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such country or jurisdiction. Neither this announcement nor any copy hereof nor the information contained herein may be taken into or distributed directly or indirectly in or into the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Company has not registered and does not intend to register any of the Securities in the United States. China Jinmao Holdings Group Limited (Incorporated in Hong Kong with limited liability) (Stock Code: 00817) Issue and placing OF US$350,000,000 6% SUBORDINATED GUARANTEED PERPETUAL CAPITAL SECURITIES On January 29, 2016, the Company and the Issuer entered into the Placing Agency Agreement with the Placing Agent in connection with the placement of the Securities. The estimated net proceeds of the placement of the Securities, after deduction of commissions and other estimated expenses, will amount to approximately US$349.5 million. The Company intends to use the net proceeds for its refinancing of outstanding indebtedness, working capital and other general corporate purposes. The Board is pleased to announce that on January 29, 2016, the Company, together with the Issuer, entered into the Placing Agency Agreement with the Placing Agent in connection with the placement of the Securities in the aggregate principal amount of US$350,000,000. 1

2 THE Placing Agency AGREEMENT Date: January 29, 2016 Parties to the Placing Agency Agreement (a) (b) (c) the Issuer as the issuer; the Company as the guarantor of the Issuer s obligations under the Securities; and the Placing Agent. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, the Placing Agent is an independent third party and not a connected person of the Company. Subject to the fulfilment of the conditions set out below under the section headed Conditions to the Obligations of the Placing Agent, the Placing Agent has agreed to use commercially reasonable efforts to facilitate the process of subscription of all of the Securities at a subscription price in accordance with the terms of the Placing Agency Agreement. The Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States 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 Securities will be offered to the public in Hong Kong and none of the Securities will be placed to any connected persons of the Company. Conditions to the Obligations of the Placing Agent The obligations of the Placing Agent under the Placing Agency Agreement are conditional upon, among other things: i. the execution and delivery (on or before the Closing Date) of the Indenture in connection with the placement of the Securities; ii. iii. iv. the delivery to the Placing Agent on or before the Closing Date of certain legal opinions in a form and substance satisfactory to the Placing Agent; the Issuer shall have obtained the Enterprise Foreign Debt Filing Certificate ( ) dated December 25, 2015 in respect of the issue of the Securities from the NDRC pursuant to the Notice of the NDRC on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises ( ) (Fa Gai Wai Zi [2015] No. 2044) promulgated by the NDRC effective from September 14, 2015 (the NDRC Foreign Debt Notice ), a copy of which shall have been delivered to the Placing Agent, and such certificate remains in full force and effect on the Closing Date; and there having been confirmations from S&P, Moody s and Fitch that they will assign Intermediate, Basket C and 50% equity credit, respectively, to the Securities. 2

3 Termination The Placing Agency Agreement shall be subject to termination in the absolute discretion of the Placing Agent, by notice given to the Issuer and the Company prior to delivery of and payment for the Securities, if at any time prior to such time: i. trading in securities generally on the New York Stock Exchange, the NASDAQ, the Hong Kong Stock Exchange or in the over-the-counter market shall have been suspended or limited or minimum prices shall have been established on such exchange; ii. iii. iv. a banking moratorium shall have been declared either by U.S. federal, New York State, the PRC or Hong Kong authorities; a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States, the PRC or Hong Kong or in any jurisdiction in which the Trustee is located; there shall have occurred any outbreak or escalation of hostilities, declaration by the United States, the PRC, Hong Kong or United Kingdom of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, after consultation with the Guarantor and in the sole judgment of the Placing Agent, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated herein; or v. the subscriber does not subscribe for or purchase the Securities on the closing date. Principal terms of the Securities The principal terms of the Securities are summarized as follows: Issuer: Guarantor: Securities Offered: Ranking: Franshion Brilliant Limited China Jinmao Holdings Group Limited US$350,000,000 Subordinated Guaranteed Perpetual Capital Securities The Securities will constitute direct, unconditional, unsecured and subordinated obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves and with unredeemed Issuer Notional Preference Shares. Subject to the insolvency laws of the British Virgin Islands and other applicable laws, in the event of the Winding-Up of the Issuer, there shall be payable by the Issuer in respect of each Security (in lieu of any other payment by the Issuer), such amount, if any, as would have been payable to the holder of such Security if, on the day prior to the commencement of the Winding-Up of the Issuer, and thereafter, such holder were the holder of the unredeemed Issuer Notional Preference Shares having a right equal to unredeemed Issuer Notional Preference Shares to return of assets in the Winding-Up of the Issuer. In the event of the Winding-Up of the Issuer, the rights and claims of holders of the Securities shall rank ahead of those persons whose claims are in respect of Junior Securities of the Issuer, but shall be subordinated in right of payment to the claims of all other present and future creditors of the Issuer, other than the claims of holders of Parity Securities of the Issuer 3

4 Guarantee: Distribution: Issue Rating: Issue Currency: Issue Size: Issue Price: The Guarantor has irrevocably guaranteed on a subordinated basis the due payment of all sums expressed to be payable by the Issuer under the Indenture and the Securities. The obligations of the Guarantor in that respect are contained in the Indenture Regulation S Ba2 (Moody s) US Dollar US$350,000, % of the principal amount of the Securities Issue Date: February 4, 2016 Trade Date: January 29, 2016 Settlement Date: February 4, 2016 First Reset Date: February 4, 2021 Second Reset Date: February 4, 2026 Additional Step-up Margin Reset Date: Initial Distribution Rate: Distributions: February 4, % per annum (payable semi-annually) Subject to provisions relating to deferral of Distributions, the Securities confer a right to receive Distributions at the applicable Distribution Rate from and including February 4, 2016 Distribution Payment Dates: February 4 and August 4 of each year, beginning on August 4, 2016 Optional Deferral of Distributions: Redemption due to Change of Control Triggering Event: Redemption for Tax Reasons: The Issuer may, at its sole discretion, elect to defer a Distribution pursuant to the terms of the Securities. The Securities may be redeemed at the option of the Issuer, in whole but not in part, upon the occurrence of a Change of Control Triggering Event. The Securities may be redeemed at the option of the Issuer, in whole but not in part, upon the occurrence of a Withholding Tax Event. 4

5 Redemption due to Equity Classification Event: Redemption for Accounting Reasons: Redemption due to Minimal Outstanding Amount: Optional Redemption: Denominations: Trustee, Paying Agent and Calculation Agent: Registrar and Transfer Agent: The Securities may be redeemed at the option of the Issuer, in whole but not in part, upon the occurrence of an Equity Classification Event. The Securities may be redeemed at the option of the Issuer, in whole but not in part, upon the occurrence of an Accounting Event. The Securities may be redeemed at the option of the Issuer, in whole but not in part, at any time when the aggregate principal amount of the Securities outstanding is less than 20% of the aggregate principal amount originally issued. On the First Reset Date, the Second Reset Date or any Distribution Payment Date after the Second Reset Date, the Issuer may at its option redeem the Securities, in whole but not in part, at a redemption price equal to the principal amount thereof plus any Distributions (including any Arrears of Distribution and Additional Distribution Amounts) accrued to, but excluding, the date fixed for redemption. US$200,000 and integral multiples of US$1,000 in excess thereof The Bank of New York Mellon, London Branch The Bank of New York Mellon (Luxembourg) S.A. Information on the Company and Reason for the Proposed Placement of the Securities The Company is a large-scale developer and operator of quality real estate projects in the PRC. The Company is the platform enterprise of Sinochem Group in the development of real estate business. The Company is principally engaged in the development, sale, leasing and management of commercial and residential properties and hotel operations. The ultimate parent company, Sinochem Group, is currently one of the 21 state-owned enterprises in the PRC ( SOEs ) approved by State-owned Assets Supervision and Administration Commission of the State Council of China ( SASAC ) to engage in real estate businesses, and one of the six SOEs approved by SASAC to engage in hotel operations. The Company intends to use the proceeds of the Securities for refinancing of outstanding indebtedness, working capital and other general corporate purposes. As the conditions to the obligations of the Placing Agent under the Placing Agency Agreement may or may not be satisfied and the Placing Agency Agreement may be terminated upon the occurrence of certain events, shareholders of the Company and prospective investors are advised to exercise caution when dealing in the securities of the Company. Further announcement(s) will be made by the Company in respect of the placement of the Securities as and when necessary. 5

6 DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: Accounting Event Additional Amount Additional Distribution Amount Additional Step-up Margin Reset Date Arrears of Distribution Board Change of Control any change or amendment to, or change or amendment to any interpretation of, HKFRS or the Relevant Accounting Standard, the Securities, in whole or in part, must not or must no longer be recorded as equity of the Guarantor pursuant to the Relevant Accounting Standard such additional amounts as will result in receipt by the holders of the Securities of such amounts as would have been received by them had no such withholding or deduction been required each amount of Arrears of Distribution shall accrue Distributions at the applicable distribution rate as if it constituted the principal of the Securities and the amount of such Distributions February 4, 2041 Distribution validly given deferred the board of Directors occurrence of one or more of the following events: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than to the Company or one or more of its Subsidiaries; (2) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding voting stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the voting stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the outstanding shares of voting stock of the surviving Person immediately after giving effect to such transaction; or 6

7 (3) (a) the government of the PRC or Persons owned and controlled by the government of the PRC ceasing to own and control (directly or indirectly or in combination) at least 50.1% of Sinochem Group, or (b) Sinochem Group or its Subsidiaries, collectively, ceasing to be the Controlling Shareholder and the largest shareholder of the Company Change of Control Triggering Event Company or Guarantor connected person Directors Distribution Change of Control, unless the Company is, on the Rating Date, rated investment grade by two or more Rating Agencies, then a Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Decline. No Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated China Jinmao Holdings Group Limited, a company incorporated under the laws of Hong Kong with limited liability and whose shares are listed on the Stock Exchange has the meaning ascribed to it under the Listing Rules the directors of the Company right to receive distributions conferred by the Securities Distribution Payment Date February 4 and August 4 of each year, commencing August 4, 2016 Equity Classification Event an amendment, clarification or change has occurred in the rules of S&P, Moody s, Fitch or any of their respective successors to the rating business thereof, which amendment, clarification or change results in a lower equity credit for the Securities than the equity credit assigned immediately prior to that relevant amendment, clarification or change First Reset Date February 4, 2021 Fitch HKFRS Hong Kong Indenture Issuer Fitch Inc., a subsidiary of Fimalac, S.A., and its successors Hong Kong Financial Reporting Standard the Hong Kong Special Administrative Region of the PRC the indenture to be entered into by, inter alia, the Company and the Issuer pursuant to which, inter alia, the Company will grant a guarantee in connection with the placement of the Securities Franshion Brilliant Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company 7

8 Issuer Notional Preference Shares Junior Securities Listing Rules Moody s Parity Securities Perpetual Subordinated Convertible Securities Callable 2015 Person Placing Agency Agreement Placing Agent PRC a class of preference shares in the capital of the Issuer (and if more than one class of preference shares is outstanding, the most junior ranking class of such preference shares) in relation to the Issuer or the Company, as the case may be, its ordinary shares or any other securities ranking pari passu therewith in respect of which all payments of dividends and distributions are discretionary (other than in the case of restrictions in the case of deferral where Junior Securities means any class of the Issuer s or the Company s share capital, as the case may be) the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Moody s Investors Service, Inc., a subsidiary of Moody s Corporation, and its successors in relation to the Issuer or the Company, as the case may be, any instrument or security (including without limitation any preference share) issued, entered into or guaranteed by the Issuer or the Company, as the case may be (a) which ranks or is expressed to rank, by its terms or by operation of law, pari passu with an unredeemed Issuer Notional Preference Share (in the case of the Issuer) or a Guarantor Notional Preference Share (in the case of the Company) and (b) the terms of which provide that the making of payments thereon or distributions in respect thereof are fully at the discretion of the Issuer or the Company, as the case may be, which shall be deemed to include the Perpetual Subordinated Convertible Securities Callable 2015 the US$600,000,000 perpetual subordinated convertible securities callable 2015 issued on October 12, 2010 by Franshion Capital Limited and guaranteed by the Company any state-owned enterprise, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company, government, governmental entity or any agency or political subdivision thereof or any other entity the agreement dated January 29, 2016 entered into between the Issuer, the Company and the Placing Agent in relation to the placement of the Securities Standard Chartered Bank the People s Republic of China and for the purpose of this announcement excluding Hong Kong and Macau Special Administrative Regions and Taiwan 8

9 Rating Agencies Rating Date Rating Decline S&P, Moody s, Fitch and if one or more of S&P, Moody s or Fitch or shall not make a rating of the Company publicly available, a United States nationally recognized securities rating agency or agencies, as the case may be, selected by the Company, which shall be substituted for S&P, Moody s or Fitch or any combination thereof, as the case may be in connection with a Change of Control Triggering Event, that date which is 90 days prior to the earlier of (x) a Change of Control and (y) a public notice of the occurrence of a Change of Control or of the intention by the Company or any other Person or Persons to effect a Change of Control the occurrence on, or within six months after, the date, or public notice of the occurrence of, a Change of Control or the intention by the Company or any other person or persons to effect a Change of Control (which period shall be extended (by no more than an additional three months after the consummation of the Change of Control) so long as the rating of the Company is under publicly announced consideration for possible downgrade by any of the Rating Agencies) of any of the events listed below: (1) if the Company is on the Rating Date rated investment grade by three Ratings Agencies, the Company ceases to be rated investment grade by at least two of such Rating Agencies; or (2) if the Company is on the Rating Date rated investment grade by only two Ratings Agencies, the Company ceases to be rated investment grade by both such Rating Agencies Relevant Accounting Standard Relevant Jurisdiction any other accounting standards that may replace HKFRS for the purposes of the consolidated financial statements of the Guarantor the British Virgin Islands, Hong Kong or the PRC (or any political subdivision or taxing authority thereof or therein) and, if from time to time the Issuer or the Company or their respective successor becomes tax resident in any other jurisdiction, such other jurisdiction Second Reset Date February 4, 2026 Securities Securities Act the US$350,000,000 6% subordinated guaranteed perpetual capital securities to be issued by the Issuer and guaranteed by the Company the United States Securities Act of 1933, as amended 9

10 Sinochem Group Stock Exchange S&P Trustee US$ Winding-Up Withholding Tax Event Sinochem Group, a PRC wholly state-owned enterprise under the supervision of the State-owned Assets Supervision and Administration Commission of the State Council of the PRC, and the ultimate parent of the Company The Stock Exchange of Hong Kong Limited Standard & Poor s Ratings Services and its successors The Bank of New York Mellon, London Branch United States dollars with respect to the Issuer or the Company, the order by a competent authority for the bankruptcy, winding-up, liquidation or similar proceedings in respect of the Issuer or the Company, as the case may be (except, in any such case, a solvent winding-up solely for the purposes of a reorganization, reconstruction, merger or amalgamation (x) the terms of which reorganization, reconstruction, merger or amalgamation have previously been approved in writing by the Trustee or by the holders of at least a majority in aggregate principal amount of the Outstanding Securities and (y) which does not result in the Securities thereby becoming redeemable or repayable in accordance with the Indenture) any change in or amendment to the laws of a Relevant Jurisdiction or any regulations or rulings promulgated thereunder, or any change in the official interpretation or official application of such laws, regulations or rulings, which change or amendment (i) in the case of the Issuer or the Guarantor becomes effective on or after February 4, 2016 and (ii) in the case of any successor to the Issuer or the Guarantor that is organized or tax resident in a jurisdiction that is not a Relevant Jurisdiction as of the original issue date of the Securities, as the case may be, becomes effective on or after the date such successor assumes the Issuer s or the Guarantor s obligations, as applicable, under the Securities and the Indenture: (1) the Issuer is or would be required on the next succeeding due date for a payment with respect to the Securities to pay Additional Amounts with respect to the Securities; 10

11 (2) the Guarantor is or would be unable, for reasons outside its control, on the next succeeding due date for a payment with respect to the Securities to procure payment by the Issuer, and with respect to a payment due or to become due under the Guarantee or the Indenture, the Guarantor is or would be required on the next succeeding due date for a payment with respect to the Securities to pay Additional Amounts; or (3) any payment to the Issuer by the Guarantor or any whollyowned subsidiary of the Guarantor to enable the Issuer to make payment of Distributions or Additional Amounts, if any, on the Securities is or would be on the next succeeding due date for a payment with respect to the Securities subject to withholding or deduction for taxes imposed by a Relevant Jurisdiction or any authority therein or thereof having power to tax; and such obligation cannot be avoided by the use of reasonable measures available to the Issuer or the Guarantor, as the case may be By order of the Board China Jinmao Holdings Group Limited CAI Xiyou Chairman Hong Kong, February 1, 2016 As at the date of this announcement, the Directors of the Company are Mr. LI Congrui and Mr. JIANG Nan as Executive Directors; Mr. CAI Xiyou (Chairman), Mr. YANG Lin, Mr. CUI Yan and Mr. AN Hongjun as Non-executive Directors; Mr. LAU Hon Chuen, Ambrose, Mr. SU Xijia and Mr. GAO Shibin as Independent Non-executive Directors. 11