New Issuer: China Merchants Land Limited

Transcription

1 New Issuer: China Merchants Land Limited China Merchants Land has picked Bank of American Merrill Lynch, DBS, Industrial and Commercial Bank of China as joint global co-ordinators, joint lead managers and joint bookrunners for a potential credit enhanced bond dominated in USD. The deal follows a reverse IPO which changed its business from consumer electronics to property development. Standby Letter of Credit and High Credit Rating The proposed 5 year notes from CML are rated A2 by Moody s and have the benefit of the Standby Letter of Credit denominated in US dollars issued by Industrial and Commercial Bank of China (Asia) Limited as the letter of credit bank. Reverse Takeover By acquiring listed small-cap company in Hong Kong, reverser takeover allows mainland companies to tap into Hong Kong bond market and access to an extra financing channel. This reverser takeover by China Merchants Lands Limited and the new bond issuance opens up and provides a new source of financing that would not be available before. Company Background China Merchants Land is now under China Merchants Property Development, which has 74% of CML s ownership, and serves as a supplementary and strategic arm for the core company. CML consists on the initial company, not a property developer and was which formerly known as Tonic Industries Holdings Limited, and four property developers as its subsidiaries. Supported by Strong State-owned Parent Company As a subsidiary of China Merchants Group and China Merchants Property Development, China Merchants Land benefits from the experienced and stable management team that was installed by CMPD and processes a strong state-owned background and is in a pole position to benefit and leverage from the platform of the China Merchants Property Development. Moreover, given CML is carrying the well-known China Merchants Group s name, CML will be able to leverage its strong capability to raise funds at low cost through diversified financing channels.

2 Table 1: Information Summary Issuer Name China Merchants Land Limited Issue Date 12/11/2013 Currency USD Coupon Rate 4.021% Issuance Price Minimum Investment amount USD 200,000 Incremental Amount USD 1,000 Maturity Date 12/11/2018 Years to Maturity 5 Call Schedule N/A Call Price N/A Coupon Frequency Semi Annually Rating at Issuance A2(Moody s) Letter of Credit Bank ICBC Bank Source: ifast Compilations Standby Letter of Credit and High Credit Rating The proposed 5 year notes from CML are rated A2 by Moody s and have the benefit of the Standby Letter of Credit denominated in US dollars issued by Industrial and Commercial Bank of China (Asia) Limited as the letter of credit bank. In the event of default or the issuer has failed to comply with the amount that is payable under the Terms and Condition of the bonds, the drawing from the LC bank, ICBC Bank, will be payable in U.S. dollars and shall satisfy the obligations of the issuer in respect of the amount payable under the Terms and Condition of the bonds, namely the principle and the interest payment. Reverse Takeover On 24 April 2013, China Merchants Property Development Company Limited, the mother company of China Merchants Land Limited, entered into a share purchase agreement in respect of the sale and purchase of the shares in 4 property developers, namely Harpen, Converge, Sino Action and Happy City. The share purchase agreement will transfer the holding of these four companies from CMPD to CML and allow China Merchants Land Limited to acquire the equity interests in these subsidiaries. The acquisition was successfully completed on 1 November 2013 and on the same day, the issuer changed its name from Tonic Industries Holdings Limited to China Merchants Land Limited. Since the implement of stricter financing rules in China, reverse takeover has been a trend among mainland property developers. By acquiring listed small-cap company in Hong Kong, reverser takeover allows mainland companies to tap into Hong Kong bond market and access to an extra financing channel. This reverser takeover by China Merchants Lands Limited and the new bond issuance opens up and provides a new source of financing that would not be available before. Company Background After the acquisition, China Merchants Land is now under China Merchants Property Development, which has 74% of CML s ownership, and serves as a supplementary and strategic arm for the core company. CML consists on the initial company, not a property developer and

3 was which formerly known as Tonic Industries Holdings Limited, and four property developers as its subsidiaries. After the capital injection and management installation from CMPD, CML s business will now focus on real estate development and related business in China. Its current portfolio of property development projects consists of eleven projects in various stages of development in Foshan, Guangzhou, Chongqing and Nanjing, with a primary focus on the development of residential properties, as well as integrated residential and commercial properties, which includes apartments, villas, offices and retail shops. As of July 2013, CML has an aggregate gross floor area of approximately 6,292,403sq.m. in China. And for the three years ended 31 December 2010, 2011 and 2012, and the seven months ended 31 July 2013, the revenue of the Core Group, namely the four property developers that were acquired by CML, was RMB 1, million, RMB 3, million, RMB 4, million and RMB 4, million respectively. Supported by Strong State-owned Parent Company China Merchants Group CML s ultimate parent company, China Merchants Group (CMG) was founded in 1872 and is the forerunner of China s national industry and commerce. The three core business sectors of CMG are transportation and related infrastructure, financial investment and management, and property development and management. As of the end of 2012, the Group had the total assets of RMB billion, assets under management of RMB 3.76 trillion, and total profits of billion. Its total profits was ranked tenth among all state own enterprise. China Merchants Property Development CML s immediate parent company, China Merchants Property Development, a real estate subsidiary of China Merchants Group, was founded in 1984, is one of the first property developers in China. It develops and invests in leading real estate projects ranging from landmark office buildings to residential properties in Beijing, Shanghai, Shenzhen and other major cities of China. As of the end of September, CMPD s property sales has increased 27.14% year on year to RMB billion in the first nine months of this year. CMPD sold a total of 1.99 million square meters of property in the nine month period, up 15.11% year on year. The total asset, operating income and net profit as of September 2013 all increased 12.91%, 45.37% and 49.06% respectively. Moreover, CMPD s debt profile remains at a health and controllable level, with debt/assets at 21.9%. As a subsidiary of China Merchants Group and China Merchants Property Development, China Merchants Land benefits from the experienced and stable management team that was installed by CMPD and processes a strong state-owned background and is in a pole position to benefit and leverage from the platform of the China Merchants Property Development. Moreover, given CML is carrying the well-known China Merchants Group s name, CML will be able to leverage its strong capability to raise funds at low cost through diversified financing channels.

4 Table 2: Summary of Financials of the Core Group Jul 2013 Jul 2012 Change Income Statement (RMB 000) Revenue 4,520,005 2,228, % Cost of Sales 2,449, , % Gross Profit 2,070,652 1,236, % Selling and Marketing Expenses 50,698 49, % Net Profit 1,076, , % Balance Sheet (RMB 000) Jul 2013 Dec 2012 Non-Current Assets 1,337,878 1,673, % Current Assets 20,156,727 21,421, % Current Liabilities 16,282,379 18,566, % Total Assets less Current Liabilities 5,212,226 4,528, % Reserves 922, , % Cash and Cash Equivalents 2,273,303 2,131, % Source: China Merchants Land Limited and ifast Compilations

5 Table 3: Summary of Bond Covenants Key covenants/clauses Interest Payments - The Notes will bear interest at a rate of 4.021% per annum, payable semi-annually Final Redemption - Redemption at par. Unless previously redeemed or purchased and cancelled, the Notes will mature and become payable at their principal amount on 11 December 2018 Status The Bonds constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. Form and Denomination The Bonds will be issued in registered form in the denomination of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Payments - All payments of principal and interest by the Issuer will be made free and clear of, and without withholding or deduction for any taxes or duties, unless such withholding or deduction is required by law. Governing Law The Bonds and the Trust Deed and any non-cont ractual obligations arising out of or in connection with the Bonds and the Trust Deed are governed by English law. Standby Letter of Credit The Bonds have the benefit of the Standby Letter of Credit denominated in US dollars issued by Industrial and Commercial Bank of China (Asia) Limited as the LC Bank in favour of the Trustee, on behalf of the holders of the Bonds. Source: China Merchants Land Limited and ifast Compilations

6 Disclaimer and Risk Warning This article is not to be construed as an offer or solicitation for the subscription, purchase or sale of any bonds. No investment decision should be taken without first viewing a fund's prospectus. Any advice herein is made on a general basis and does not take into account the specific investment objectives of the specific person or group of persons. Past performance and any forecast is not necessarily indicative of the future or likely performance of the bond. The price of the bond may fall as well as rise. Opinions expressed herein are subject to change without notice. Information and opinions presented in this publication have been obtained or derived from sources believed by ifast Financial (HK) Limited (IFHK) to be reliable, but IFHK makes no representation as to their accuracy or completeness and IFHK accepts no liability for loss arising from the use of the material presented in this publication unless such liability arises under specific statutes or regulations. This publication is not to be relied upon in substitution for the exercise of independent judgment. IFHK may have issued other publication that are inconsistent with, and reach different conclusions from, the information presented in this publication. Bonds are mainly for medium to long term investment, not for short term speculation. Bond investments are not bank deposits and involve risks, including the possible loss of all principal amount invested. It is the issuer s responsibility to pay interest and repay the principal of bonds. If the issuer defaults, the holder of bonds may not be able to receive the interest and principal invested. The holder of bonds bears the credit risk of the issuer. All pricing is indicative only and bond prices do fluctuate when market changes which may cause loss of principal, and that there may not be a secondary market for bonds. Factors affecting market price of bonds include, and are not limited to, fluctuations in interest rates, credit spreads, and liquidity premiums. Investors investing in bonds denominated in non-local currency should be aware of the risk of exchange rate fluctuations which may cause a loss of principal. Investors should refer to the respective Credit Rating Agencies (Moody s, S&P or Fitch or others as the case may be) for their rating definitions, methodology in evaluating the creditworthiness of the issuers and how the ratings are assigned. Rating agencies may change their ratings at short notice. A change in rating may affect the price of securities outstanding. Each prospective investor should consult independent professional advisers before making any investment decision based on your particular circumstances, in particular, in determining the suitability and accessing the investment risks of any securities or other financial instruments. Key risks of investing in bonds Credit risk - bonds are subject to the risk of the issuer defaulting on its obligations. It should also be noted that credit ratings assigned by credit rating agencies do not guarantee the creditworthiness of the issuer; Liquidity risk - some bonds may not have active secondary markets and it would be difficult or impossible for investors to sell the bond before its maturity; and Interest rate risk - bonds are more susceptible to fluctuations in interest rates and generally prices of bonds will fall when interest rates rise. Key risks of investing in high-yield bonds Higher credit risk - since they are typically rated below investment grade or are unrated and as such are often subject to a higher risk of issuer default; Vulnerability to economic cycles - during economic downturns such bonds typically fall more in value than investment grade bonds as (i) investors become more risk averse and (ii) default risk rises. Bonds with special features Some bonds may contain special features and risks that warrant special attention. These include bonds: That are perpetual in nature and interest pay-out depends on the viability of the issuer in the very long term; That have subordinated ranking and in case of liquidation of the issuer, investors can only get back the principal after other senior creditors are paid; That are callable and investors face reinvestment risk when the issuer exercises its right to redeem the bond before it matures; That have variable and/or deferral of interest payment terms and investors would face uncertainty over the amount and time of the interest payments to be received; That have extendable maturity dates and investors would not have a definite schedule of principal repayment; That are convertible or exchangeable in nature and investors are subject to both equity and bond investment risk; and/or That have contingent write down or loss absorption feature and the bond may be written-off fully or partially or converted to common stock on the occurrence of a trigger event.