IMPERIAL PACIFIC INTERNATIONAL HOLDINGS LIMITED

Transcription

1 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 and its management and financial statements. No public offer of securities is to be made by the Company in the United States. IMPERIAL PACIFIC INTERNATIONAL HOLDINGS LIMITED (incorporated in Bermuda with limited liability) (Stock code: 1076) PROPOSED ISSUANCE OF USD 8.5% SENIOR SECURED NOTES DUE 2020 The Issuer, a wholly-owned subsidiary of the Company, proposes to issue 8.5% senior secured Notes due 2020 in aggregate the principal amount of not less than USD60 million. As part of the Proposed Notes Issue, the Issuer, the Company and the Initial Subsidiary Guarantor has on 11 January 2017 entered into a Purchase Agreement with, among others, certain institutional investor (as an initial purchasers of the Notes) in relation to the Proposed Notes Issue. The Issuer, the Company and the Initial Subsidiary Guarantor are expected to enter into additional individual Purchase Agreements with, among others, each of the other initial purchasers of the Notes in relation to the Proposed Notes Issue. The Group intends to use the proceeds from the Proposed Notes Issue to finance the development of Phase I of the Saipan Project, in accordance with the Disbursement Agreement. 1

2 Approval in-principle has been received for the listing and quotation of the Notes on the Official List of the SGX-ST. Approval in-principle for the listing and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of the Company, the Notes, the Subsidiary Guarantees, the Subsidiary Guarantors or their respective subsidiaries or associated companies (if any). No listing of the Notes has been sought in Hong Kong. THE PROPOSED NOTES ISSUE Introduction The Issuer, a wholly-owned subsidiary of the Company, proposes to issue 8.5% senior secured Notes due 2020 in the aggregate principal amount of not less than USD60 million to certain professional, institutional and other investors (as initial purchasers of the Notes) who and whose ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the Listing Rules). As part of the Proposed Notes Issue, the Issuer, the Company and the Initial Subsidiary Guarantor has on 11 January 2017 entered into a Purchase Agreement with, among others, certain institutional investor (as an initial purchaser of the Notes) in relation to the Proposed Notes Issue. The Issuer has also appointed a third party as the settlement agent for the Proposed Notes Issue. To the best of the Directors knowledge, information and belief, having made all reasonable enquiry, each of the aforesaid institutional investor, the settlement agent and their respective ultimate beneficial owners is an third party independent of the Company and its connected persons (as defined under the Listing Rules). The Issuer, the Company and the Initial Subsidiary Guarantor are expected to enter into additional individual Purchase Agreements with, among others, each of the other initial purchasers of the Notes in relation to the Proposed Notes Issue. The Company will make a further announcement in respect of the Proposed Notes Issue upon the completion of the issuance of the Notes. The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act. The Notes are being offered and sold by the initial purchasers outside the United States in compliance with Regulation S under the U.S. Securities Act. None of the Notes will be offered to the public in Hong Kong and none of the Notes will be placed with any connected persons of the Company. 2

3 Principal terms of the Notes Notes Offered Subject to certain conditions to completion, the Issuer will issue the Notes in the aggregate principal amount of not less than USD60 million which will mature on the third anniversary of the Closing Date, unless earlier redeemed pursuant to the terms thereof. Offer Price The Offer Price of the Notes will be 100% of the principal amount of the Notes. Interest The Notes will bear interest from and including the Closing Date at the rate of 8.5% per annum, payable semi-annually in arrears. Ranking of the Notes The indebtedness evidenced by the Notes will be senior indebtedness of the Issuer, will rank pari passu in right of payment with all existing and future senior indebtedness of the Issuer, and will be senior in right of payment to all existing and future subordinated indebtedness of the Issuer. The Notes will have the benefit of a first-priority security interest in certain property and assets of the Issuer and the Subsidiary Guarantors, subject to certain permitted liens and exceptions provided in the Indenture. Events of default The events of default under the Notes include, among others: (a) default in the payment of interest, continued for 30 consecutive days; (b) default in the payment of principal (or premium, if any); (c) default in the performance or breach of the provisions of certain covenants by the Issuer, the Company or certain of the Company s subsidiaries, the failure by the Issuer to make or consummate an offer to purchase, or the failure by the Issuer or the Company to create, or cause certain of the Issuer s subsidiaries to create, a lien on the collateral in accordance with certain covenants; (d) default by the Company or certain of its subsidiaries in the performance of or breach any other covenant or agreement in the Indenture or under the Notes (other than the default specified in (a), (b) or (c) above), continued for 60 consecutive days after written notice by the Trustee or the holders of the Notes of 25% or more in aggregate principal amount of the Notes; (e) default by the Issuer, the Company or certain of the Company s subsidiaries in the repayment of 3

4 indebtedness having, in the aggregate, an outstanding principal amount in excess of USD10.0 million (or USD equivalent thereof); (f) certain events of bankruptcy, insolvency or reorganization of the Issuer, the Company, certain of the Issuer s subsidiaries (subject to exceptions) or certain of the Company s subsidiaries; (g) failure by the Issuer, the Company, certain of the Issuer s subsidiaries or certain of the Company s subsidiaries to pay final judgments aggregating in excess of USD10.0 million (or USD equivalent thereof) (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for 60 consecutive days; (h) any guarantee of the obligations of the Issuer under the Indenture and the Notes ceases to be in full force and effect (except as contemplated by the terms thereof) or the Company, any Subsidiary Guarantor or JV Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or its guarantee; (i) the first priority liens on any relevant collateral for the Notes cease to be valid or enforceable, or the Issuer, any Subsidiary Guarantor or JV Subsidiary Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable; (j) the failure by the Issuer, any Subsidiary Guarantor, JV Subsidiary Guarantor or the Company to comply for 60 days after notice with its other agreements contained in the related security documents; (k) the termination or revocation of the Casino License; (l) the abandonment or loss or destruction of all or substantially all of the Phase I of the Saipan Project; or (m) the failure of the Phase I of the Saipan Project to achieve certain commencement requirements. If an event of default (other than a default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer or the Company) occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the Notes, then outstanding, may declare the principal of, premium, if any, and accrued and unpaid interest on the Notes to be immediately due and payable or foreclose the security. If an event of default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer or the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the trustee or any holders of the Notes. Covenants The Notes, the Indenture, the Disbursement Agreement and the guarantees provided by the Company, the Subsidiary Guarantors and JV Subsidiary Guarantors (if any) will limit the ability of the Issuer, the Company, certain of the Issuer s subsidiaries and certain of the Company s subsidiaries to, among other things: (a) incur or guarantee additional indebtedness and issue disqualified or preferred stock; 4

5 (b) declare dividends on their capital stock or purchase or redeem capital stock; (c) make investments or other specified restricted payments; (d) issue or sell capital stock of certain of the Company s subsidiaries; (e) (f) guarantee indebtedness of certain of the Company s subsidiaries; sell assets; (g) create liens; (h) enter into sale and leaseback transactions; (i) (j) enter into agreements that restrict certain of the Company s subsidiaries ability to pay dividends, transfer assets or make intercompany loans; enter into transactions with shareholders or affiliates; and (k) effect a consolidation or merger. Optional Redemption At any time prior to the maturity date, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus certain applicable premium as of, and accrued and unpaid interest to, the applicable redemption date. In addition, at any time and from time to time on or prior to the maturity date, the Issuer may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes with the net cash proceeds of one or more sales of common stock or preferred stock of the Issuer or any direct or indirect parent of the Issuer in an equity offering at a redemption price of 108.5% of the principal amount of the Notes, plus accrued and unpaid interest to the redemption date; provided, however, that at least 65% of the original aggregate principal amount of the Notes must remain outstanding after each such redemption. The Issuer will give not less than 30 days nor more than 60 days notice of any redemption. The Issuer and use of proceeds The Issuer is a CNMI limited liability corporation and is a wholly-owned subsidiary of the Company as at the date of this announcement. The Group is principally engaged in the development and operation of integrated resort on the Island of Saipan. 5

6 The Group intends to use the proceeds from the Proposed Notes Issue to finance the development of Phase I of the Saipan Project, in accordance with the Disbursement Agreement. Listing and ratings Approval in-principle has been received for the listing and quotation of the Notes on the Official List of the SGX-ST. Approval in-principle for the listing and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of the Notes, the Guarantees, the Issuer, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any) or their respective subsidiaries or associated companies (if any). No listing of the Notes has been sought in Hong Kong. The Notes are expected to be rated B- by Fitch Inc, and B1 by Moody s Investors Service, Inc. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating organization. Prospective investors should evaluate each rating independently of any other rating of the Notes or other securities of the Issuer or of the Company. GENERAL As at the date of this announcement, the total principal amount of Notes to be issued under the Proposed Notes Issue is yet to be determined. Shareholders and potential investors of the Company are thus urged to exercise caution when dealing in the securities of the Company. A further announcement in respect of the Proposed Notes Issue will be made by the Company upon completion of the issuance of the Notes. DEFINITIONS In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise: Board the board of Directors Casino License the license granted by the Commonwealth Lottery Commission of CNMI to the Issuer on 12 August 2014 under the Saipan Casino Law and as evidenced by the Casino License Agreement 6

7 Casino License Agreement Closing Date the agreement entered into by the Issuer and the Commonwealth Lottery Commission of CNMI on 12 August 2014 pursuant to which the Casino License was granted to the Issuer, as amended on 19 November 2014 and 4 March 2015 the closing date of the Proposed Notes Issue to be settled by, among others, the Company and the initial purchasers of the Notes CNMI the United States Commonwealth of the Northern Mariana Islands Company Imperial Pacific International Holdings Limited, a company incorporated with limited liability in Bermuda, the securities of which are listed on the main board of the Stock Exchange connected person Disbursement Agreement Group has the meaning ascribed to it under the Listing Rules the agreement proposed to be entered into, between, among others, the Issuer, the Company and The Bank of Saipan, Inc. as the disbursement agent, setting forth the conditions to, and the relative sequencing of, the disbursements of the proceeds of the Proposed Notes Issue and certain other fund raisings (if any), in each case relating to the payment of project costs for Phase I of the Saipan Project and for other permitted use the Company and its subsidiaries Guarantees the Parent Guarantee and the initial Subsidiary Guarantee Hong Kong Indenture the Hong Kong Special Administrative Region of the People s Republic of China the written agreement between the Issuer, the Company, the Subsidiary Guarantors and The Bank of New York Mellon (as trustee) that specify the terms of the Notes including the interest rate of the Notes and the maturity date 7

8 Initial Subsidiary Guarantor Issuer JV Subsidiary Guarantors Listing Rules Notes Offer Price Parent Guarantee Imperial Pacific Properties, LLC, a CNMI limited liability corporation and a wholly-owned subsidiary or the Company as at the date of this announcement, being the initial Subsidiary Guarantor guaranteeing the Notes Imperial Pacific International (CNMI), LLC, a CNMI limited liability corporation and a wholly-owned subsidiary of the Company as at the date of this announcement certain future subsidiaries of the Issuer guaranteeing the Notes the Rules Governing the Listing of Securities on the Stock Exchange the USD denominated senior secured notes to be issued by the Issuer subject to the terms and conditions of the Purchase Agreements the final price at which the Notes will be sold the guarantee proposed to be provided by the Company in respect of the Notes Phase I the Grand Mariana Hotel and Casino in Garapan, Saipan, as part of the Saipan Project Proposed Notes Issue Purchase Agreements Saipan Casino Law the proposed issue of the Notes by the Issuer the individual agreements entered into, or proposed to be entered into between, among others, the Issuer, each initial purchaser of the Notes, the Initial Subsidiary Guarantor and the Company in relation to the Proposed Notes Issue the CNMI Public Law No , as amended by CNMI Public Law No (as repealed and reenacted by Public Law No and further amended by Public Law No ) 8

9 Saipan Project SGX-ST Stock Exchange Subsidiary Guarantees Subsidiary Guarantors United States USD U.S. Securities Act the Group s project to develop hotel(s), casino(s) and other facilitieson the Island of Saipan, in up to three development sites, pursuant to the Casino License Agreement, in phases Singapore Exchange Securities Trading Limited The Stock Exchange of Hong Kong Limited the guarantees proposed to be provided by the Subsidiary Guarantors in respect of the Notes certain existing and future subsidiaries of the Issuer guaranteeing the Notes, including the Initial Subsidiary Guarantor the United States of America United States dollar(s) the United States Securities Act of 1933, as amended % per cent By order of the Board Imperial Pacific International Holdings Limited Cai Lingli Executive Director Hong Kong, 11 January 2017 As at the date of this announcement, the Board comprises Ms. Cai Lingli and Ms. Xia Yuki Yu as executive Directors; and Mr. Eugene Raymond Sullivan, Mr. Robert James Woolsey, Mr. Ng Hoi Yue, Mr. Tso Hon Sai Bosco and Mr. Lee Kwok Leung as independent non-executive Directors. 9