CHINA ORIENTAL GROUP COMPANY LIMITED 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 not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell, the Notes. This announcement does not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. This announcement is not for release, publication or distribution in or into, or to any person resident and/or located in, any jurisdiction where such release, publication or distribution is unlawful.
This announcement does not constitute an offer to sell or the solicitation of an offer to purchase 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 that may be obtained from the Company or the selling security holder. Such prospectus will contain detailed information about the Company and management, as well as financial statements. No public offering of securities is to be made by the Company in the United States.
(incorporated in Bermuda with limited liability)
(Stock Code: 581)On January 25, 2016, the Company commenced the Offer to repurchase for cash any and all of its outstanding Notes and the Consent Solicitation. The Offer will expire at 5:00 p.m. (New York City time) on February 22, 2016, unless extended or terminated by the Company. The Company has made available today to the Holders the Offer to Purchase and Consent Solicitation Statement that sets out, among other things, the terms and conditions of the Offer and the Consent Solicitation.
The Repurchase Price for the Notes will be a fixed price of US$985 in cash per US$1,000 principal amount of the outstanding Notes, which includes the Early Tender Premium. Holders who validly tender their Notes at or prior to the Early Tender Deadline and do not subsequently validly withdraw their Notes at or prior to the Withdrawal Deadline will be paid the Repurchase Price on the Settlement Date, subject to the terms and conditions of the Offer as set out in the Offer to Purchase and Consent Solicitation Statement.
Holders who validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Time will receive the Late Tender Amount, which is the Repurchase Price reduced by the Early Tender Premium, subject to the terms and conditions of the Offer as set out in the Offer to Purchase and Consent Solicitation Statement. Holders who validly tender their Notes at or prior to the Early Tender Deadline and do not subsequently validly withdraw the Notes they have tendered at or prior to the Withdrawal Deadline will be entitled to receive more consideration than Holders who validly tender their Notes after the Early Tender Deadline.
The Proposed Amendments (details of which are set out in the Offer to Purchase and Consent Solicitation Statement), if adopted and effected, will eliminate substantially all of the restrictive covenants in the Indenture governing the Company's actions and will modify certain events of default as defined under the Indenture.
Holders who (i) validly tender their Notes at or prior to the Early Tender Deadline and do not subsequently validly withdraw the Notes they have tendered at or prior to the Withdrawal Deadline, and (ii) validly tender after the Early Tender Deadline but at or prior to the Expiration Time pursuant to the Offer will be deemed to have given consents to the Proposed Amendments with respect to the Notes tendered. Holders who validly tender their Notes and subsequently validly withdraw Notes that they have tendered pursuant to the Offer will be deemed to have revoked their consent to the Proposed Amendments with respect to the Notes withdrawn. Holders may not deliver consents without tendering their Notes.
The purpose of the Offer and the Consent Solicitation is to both reduce the outstanding indebtedness of the Company and to seek to eliminate substantially all of the restrictive covenants and modify certain of the events of default defined under the Indenture in order to maximize the Company's flexibility in its operating and financing strategies.
The Company has appointed Deutsche Bank AG, Singapore Branch as the Dealer Manager and Consent Solicitation Agent and Lucid Issuer Services Limited as the Information and Tender Agent in relation to the Offer and the Consent Solicitation.
BACKGROUNDThe Company issued the Notes on November 17, 2010. The Notes are listed on SGX-ST. As of the date of this announcement, the outstanding aggregate principal amount of the Notes is US$111,368,000.
On January 25, 2016, the Company commenced the Offer to repurchase for cash any and all of its outstanding Notes. In conjunction with the Offer, the Company is also soliciting from the Holders consents to the Proposed Amendments.
The Proposed Amendments (details of which are set out in the Offer to Purchase and Consent Solicitation Statement), if adopted and effected, will eliminate substantially all of the restrictive covenants in the Indenture governing the Company's actions and will modify certain events of default as defined under the Indenture.
Pursuant to the terms of the Indenture, the Proposed Amendments require, among other things, the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (excluding any Notes owned by or beneficially held for the Company or an affiliate of the Company).
Holders who (i) validly tender their Notes at or prior to the Early Tender Deadline and do not subsequently validly withdraw the Notes they have tendered at or prior to the Withdrawal Deadline, and
validly tender after the Early Tender Deadline but at or prior to the Expiration Time pursuant to the Offer will be deemed to have given consents to the Proposed Amendments with respect to the Notes tendered. Holders who validly tender their Notes and subsequently validly withdraw the Notes that they have tendered pursuant to the Offer will be deemed to have revoked their consent to the Proposed Amendments with respect to the Notes withdrawn. Holders may not deliver consents without tendering their Notes.
THE OFFERThe Offer commenced on January 25, 2016 and will expire at 5:00 p.m. (New York City time) on February 22, 2016, unless extended or terminated by the Company. An appropriate announcement will be made if and when the Expiration Time is extended.
The following table summarizes the material terms of the Offer:
Description of the Notes Outstanding Principal Amount Repurchase Price(1)(2) Early Tender Premium(1) Late Tender Amount(1)7.00% senior
notes due 2017(3)
US$111,368,000 US$985 US$50 US$935
Per US$1,000 principal amount of Notes accepted for repurchase.
Includes the Early Tender Premium. The Early Tender Premium will only be payable to Holders who validly tender their Notes at or prior to the Early Tender Deadline and do not subsequently validly withdraw the Notes they have tendered at or prior to the Withdrawal Deadline.
The CUSIP and ISIN are 16948AAB4 and US16948AAB44, respectively, for the Notes sold under Rule 144A under the
U.S. Securities Act of 1933, as amended ("U.S. Securities Act") and G2108VAC5 and USG2108VAC57, respectively, for the Notes sold under Regulation S under the U.S. Securities Act.
Holders who validly tender their Notes at or prior to the Early Tender Deadline and do not subsequently validly withdraw their Notes at or prior to the Withdrawal Deadline will receive the Repurchase Price, subject to the terms and conditions of the Offer as set out in the Offer to Purchase and Consent Solicitation Statement. Holders who validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Time will receive the Late Tender Amount, which is the Repurchase Price reduced by the Early Tender Premium, subject to the terms and conditions of the Offer as set out in the Offer to Purchase and Consent Solicitation Statement. Holders who validly tender their Notes at or prior to the Early Tender Deadline and do not subsequently validly withdraw the Notes they have tendered at or prior to the Withdrawal Deadline will be entitled to receive more consideration than Holders who validly tender their Notes after the Early Tender Deadline.
Holders whose Notes are accepted for repurchase pursuant to the Offer will also receive a cash payment equal to Accrued Interest in respect of the Notes from, and including, the most recent interest payment date to, but excluding, the Settlement Date.
Tenders of Notes may be submitted only in minimum denominations of US$100,000 and integral multiples of US$1,000 in excess thereof. The Indenture provides that the minimum denomination of the Notes must be at least US$100,000. A Holder whose Notes are accepted for repurchase and who, following repurchase of the Notes by the Company on the Settlement Date, continues to hold in its account further Notes in a principal amount of less than the minimum denomination of US$100,000, would need to purchase a principal amount of Notes such that its holding equates to at least the minimum denomination before the Notes it continues to hold may be traded.
As set forth in the Offer to Purchase and Consent Solicitation Statement, Notes tendered at or prior to the Withdrawal Deadline may be withdrawn at any time at or prior to the Withdrawal Deadline. Notes tendered after the Withdrawal Deadline but before the Expiration Time may not be withdrawn except in the limited circumstances described in the Offer to Purchase and Consent Solicitation Statement.
The Settlement Date in relation to the Notes is expected to be the fifth Business Day following the Expiration Time. The Settlement Date for the offer to repurchase the Notes is currently expected to be February 29, 2016 (New York City time), unless otherwise extended by the Company in its sole discretion. The Company will pay the Repurchase Price or the Late Tender Amount, as applicable, and the Accrued Interest in respect of the Notes accepted for repurchase to the Holders on the Settlement Date.
China Oriental Group Co. Ltd. issued this content on 25 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 January 2016 13:38:07 UTC
Original Document: http://www.chinaorientalgroup.com/attachment/2016012521170100002418647_en.pdf
