Shui On Development (Singapore) Pte. Ltd. (incorporated in Singapore with limited liability)

Transcription

1 SUPPLEMENTAL OFFERING MEMORANDUM Shui On Development (Singapore) Pte. Ltd. (incorporated in Singapore with limited liability) S$250,000,000 8% Senior Notes due 2015 guaranteed by Shui On Land Limited and Shui On Development (Holding) Limited Issue Price: 100% This Supplemental Offering Memorandum is supplemental to, and should be read in conjunction with, the offering memorandum dated January 12, 2012 (the Original Offering Memorandum and, together with this Supplemental Offering Memorandum, the Offering Memorandum ). This Supplemental Offering Memorandum relates to the proposed issue of S$250,000,000 8% Senior Notes due 2015 (the Notes ) by Shui On Development (Singapore) Pte. Ltd. and guaranteed by Shui On Land Limited and Shui On Development (Holding) Limited. Terms defined in the Original Offering Memorandum have the same meaning when used in this Supplemental Offering Memorandum unless the context otherwise requires or otherwise defined herein. This Supplemental Offering Memorandum is to inform you of changes to the offering. The Original Offering Memorandum indicated an offering by the Issuer of S$225,000,000 8% senior notes due The Issuer has increased the aggregate principal amount of the Notes to be issued to S$250,000,000 and this Supplemental Offering Memorandum sets out the sections of the Original Offering Memorandum which have been amended and so replaced to reflect this increase. The information contained herein supersedes the information in the Original Offering Memorandum to the extent inconsistent with the information in the Original Offering Memorandum. At any time prior to the maturity of the Notes, the Issuer may redeem some or all of the Notes at any time at a price equal to 100% of the principal amount of the Notes plus a make whole premium (plus accrued and unpaid interest, if any). For a more detailed description of the redemption of the Notes, see Description of the Notes Optional Redemption contained in the Original Offering Memorandum. The Issuer may redeem all but not less than all of the Notes at the principal amount (plus accrued and unpaid interest, if any) upon certain changes in tax law. For a more detailed description of the redemption of the Notes for taxation reasons, see Description of the Notes Redemption For Taxation Reasons contained in the Original Offering Memorandum. Upon the occurrence of a Change of Control (as defined in the Description of the Notes contained in the Original Offering Memorandum), the Issuer or a Parent Guarantor must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. The Notes will be senior unsecured obligations and will rank equally in right of payment with all of the Issuer s unsecured, unsubordinated indebtedness (subject to any priority rights of such indebtedness pursuant to applicable law). However, because the Notes will not be guaranteed by any of Shui On Land s subsidiaries other than Shui On Development (unless such subsidiaries also guarantee any other indebtedness of the Issuer or the Parent Guarantors), the Notes will be effectively subordinated to all existing and future indebtedness and other obligations of Shui On Land s subsidiaries other than Shui On Development and the Issuer. The Notes will also be effectively subordinated to the Issuer s and the Parent Guarantors secured indebtedness to the extent of assets serving as security for such secured indebtedness. Investing in the Notes involves significant risks. See Risk Factors beginning on page 27 of the Original Offering Memorandum for a discussion of factors that you should consider carefully before investing in the Notes. Approval in-principle has been received for the listing of the Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions or reports contained in this Offering Memorandum. Admission of the Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Parent Guarantors or the Notes. The Notes and the Parent Guarantees have not been, and will not be, registered under the Securities Act. The Notes may not be offered, sold, pledged or otherwise transferred in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being offered and sold by the Initial Purchasers only outside the United States in compliance with Regulation S under the Securities Act. For a description of certain restrictions on resale or transfer, see the section entitled Transfer Restrictions contained in the Original Offering Memorandum. The Notes will be evidenced by the Global Certificate in registered form, which will be registered in the name of CDP. Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, the records maintained by CDP. Except in the limited circumstances set out herein, individual certificates for Notes will not be issued in exchange for beneficial interests in the Global Certificate. It is expected that delivery of the Global Certificate will be made on January 26, 2012 or such later date as may be agreed by the Issuer and the Initial Purchasers (as defined in Plan of Distribution contained in the Original Offering Memorandum). The Notes will not be rated by any rating agency. Global Coordinator Standard Chartered Bank Joint Bookrunners and Joint Lead Managers Standard Chartered Bank BNP PARIBAS Deutsche Bank UBS January 13, 2012

2 THE OFFERING Terms used in this summary and not otherwise defined have the meanings given to them in the section entitled Description of the Notes in the Original Offering Memorandum. Issuer Parent Guarantors Notes Offered Offering Price Shui On Development (Singapore) Pte. Ltd. Shui On Land Limited and Shui On Development (Holding) Limited. S$250,000,000 aggregate principal amount of 8% Senior Notes due % of the principal amount of the Notes. Maturity Date January 26, Interest Ranking of the Notes The Notes will bear interest at a rate of 8% per annum, payable semi-annually in arrears on January 26 and July 26 of each year, commencing July 26, The Notes are: general obligations of the Issuer; senior in right of payment to any existing and future obligations of the Issuer expressly subordinated in right of payment to the Notes; at least pari passu in right of payment with all other unsecured, unsubordinated Indebtedness of the Issuer (subject to any priority rights of such unsubordinated Indebtedness pursuant to applicable law); guaranteed by the Parent Guarantors on a senior basis, subject to the limitations described below under the caption Description of the Notes The Parent Guarantees and in Risk Factors Risks Relating to the Notes The Parent Guarantees, and any guarantee by our subsidiaries of the Notes after the issue date, may be challenged under applicable insolvency or fraudulent transfer laws which may affect the enforceability of such guarantees, contained in the Original Offering Memorandum; effectively subordinated to the secured obligations (if any) of the Issuer and the Parent Guarantors, to the extent of the value of the assets serving as security therefor; and effectively subordinated to all existing and future obligations of the Subsidiaries of Shui On Land other than the Issuer and Shui On Development. S-2

3 Parent Guarantees Each of the Parent Guarantors will guarantee the due and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the Notes. See Risk Factors Risks Relating to the Notes contained in the Original Offering Memorandum. The Parent Guarantors are holding companies, and the Notes will be effectively subordinated to all indebtedness and other liabilities of Subsidiaries of Shui On Land other than Shui On Development and the Issuer. The Parent Guarantees may be released in certain circumstances. See Description of the Notes The Parent Guarantees Release of the Parent Guarantees contained in the Original Offering Memorandum. Ranking of Parent Guarantees The Parent Guarantee of each Parent Guarantor: is a general obligation of such Parent Guarantor; is effectively subordinated to secured obligations of such Parent Guarantor, to the extent of the value of the assets serving as security therefor; is senior in right of payment to all future obligations of such Parent Guarantor expressly subordinated in right of payment to such Parent Guarantee; and ranks at least pari passu with all other unsecured, unsubordinated Indebtedness of such Parent Guarantor (subject to any priority rights of such unsubordinated Indebtedness pursuant to applicable law). See Risk Factors Risks Relating to the Notes contained in the Original Offering Memorandum. Use of Proceeds Optional Redemption of the Notes We intend to use the net proceeds to fund capital expenditures related to our real estate operations and/or acquire, develop, construct or improve assets, real or personal property or equipment or repay existing indebtedness, in each case only to the extent permitted under the terms of both the 6.875% Senior Notes and 7.625% Senior Notes. At any time prior to the maturity date of the Notes, the Issuer may at its option redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including) the redemption date, as set forth in Description of the Notes Optional Redemption contained in the Original Offering Memorandum. S-3

4 Repurchase of Notes Upon a Change of Control Redemption for Taxation Reasons Covenants Not later than 30 days following a Change in Control, the Issuer or a Parent Guarantor will make an offer to repurchase all outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to the repurchase date. See Description of the Notes Repurchase of Notes Upon a Change of Control contained in the Original Offering Memorandum. Subject to certain exceptions, the Issuer may redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including any Additional Amounts), if any, to the date fixed by the Issuer for redemption, if the Issuer or any Parent Guarantor would become obliged to pay additional amounts as a result of certain changes in specified tax laws. See Description of the Notes Redemption for Taxation Reasons contained in the Original Offering Memorandum. The Notes, the indenture governing the Notes and the Parent Guarantees will limit the Issuer s and the Parent Guarantors ability and the ability of their respective Restricted Subsidiaries (as the case may be) to, among other things: incur additional indebtedness and issue disqualified or preferred stock; declare dividends on capital stock or purchase or redeem capital stock; make investments or other specified restricted payments; issue or sell capital stock of Restricted Subsidiaries; guarantee indebtedness; enter into transactions with shareholders or affiliates; create liens; enter into sale and leaseback transactions; sell assets; enter into agreements that restrict the Restricted Subsidiaries ability to pay dividends, transfer assets or make intercompany loans; effect a consolidation or merger; or engage in different business activities. These covenants are subject to a number of important qualifications and exceptions described in Description of the Notes Certain Covenants contained in the Original Offering Memorandum. S-4

5 Transfer Restrictions Form, Denomination and Registration Book-Entry Only Delivery of the Notes Trustee Principal Paying and Transfer Agent Registrar Listing Governing Law Risk Factors The Notes will not be registered under the Securities Act or under any state securities laws of the United States and will be subject to customary restrictions on transfer and resale. See Transfer Restrictions contained in the Original Offering Memorandum. The Notes will be issued only in fully registered form, without coupons attached, in minimum denominations of S$250,000 of principal amount and integral multiples of S$1,000 in excess thereof and will be initially represented by the Global Certificate registered in the name of CDP. The Notes will be issued in book-entry form through the depository system maintained by CDP for persons with securities accounts with CDP. For a description of certain factors relating to clearance and settlement, see Description of the Notes Book-Entry; Delivery and Form, Global Certificate, Definitive Notes and Clearance and Settlement Under the Depository System contained in the Original Offering Memorandum. The Issuer expects to make delivery of the Notes, against payment in same-day funds on or about January 26, 2012, which the Issuer expects will be the sixth business day following the date of this Offering Memorandum referred to as T+6. You should note that initial trading of the Notes may be affected by the T+6 settlement. See Plan of Distribution contained in the Original Offering Memorandum. DB Trustees () Limited. Deutsche Bank AG, Singapore Branch. Deutsche Bank Luxembourg S.A. Approved in-principle has been received for the listing of the Notes on the SGX-ST. The Notes will be traded on the SGX-ST in a minimum board lot size of S$250,000 for as long as the Notes are listed on the SGX-ST. Each of the Notes, the Parent Guarantees and the indenture will be governed by and will be construed in accordance with the laws of the State of New York. For a discussion of certain factors that should be considered in evaluating an investment in the Notes, see Risk Factors contained in the Original Offering Memorandum. S-5

6 USE OF PROCEEDS We estimate that the net proceeds from this offering taking into account the increased aggregate principal amount of the Notes to be issued and after deducting the discount to the Initial Purchasers and other estimated expenses payable in connection with this offering, will be approximately S$243,200,000. We intend to use the net proceeds to fund capital expenditures related to the Group s real estate operations and/or acquire, develop, construct or improve assets, real or personal property or equipment or repay existing indebtedness, in each case to the extent permitted under the terms of both the 6.875% Senior Notes and 7.625% Senior Notes. We may adjust the foregoing acquisition and development plans in response to changing market conditions and thus, reallocate the use of the proceeds. Pending application of the net proceeds of this offering, we intend to invest such net proceeds in Temporary Cash Investments as defined under Description of the Notes contained in the Original Offering Memorandum. S-6

7 CAPITALIZATION The as further adjusted column of the Capitalization table of the Original Offering Memorandum is amended as follows: As of June 30, 2011 As Further Adjusted (RMB) (US$) (1) (in millions) Total bank balance and cash Pledged bank deposits non-current... 2, Pledged bank deposits current Bank balances and cash... 6, Total bank balance and cash.... 9,689 1,499 Total borrowings current portion Bank borrowings due within one year... 5, Total borrowings current portion... 5, Total borrowings non-current portion Bank and other borrowings due after one year... 11,018 1,704 Convertible Bonds due 2015 (3)... 2, % Senior Notes due , % Senior Notes due , Notes to be issued... 1, Total borrowings non-current portion... 20,917 3,236 Total borrowings (2)... 26,830 4,151 Capital and reserves attributable to equity shareholders of the Company Issued capital (3) Share premium ,985 2,009 Other reserves... 1, Retained earnings ,932 1,691 Non-controlling interests... 1, Total equity... 26,358 4,078 Total Capitalization (4)... 47,275 7,314 Notes: (1) All items in this table have been translated from Renminbi to U.S. dollars at the rate of RMB to US$1.00 (except for Notes to be issued which has been translated from Singapore dollar to Renminbi at the rate of S$1 to RMB4.9029). (2) During the five months from July 1, 2011 to November 30, 2011, the Group has repaid a total of RMB268 million of its existing indebtedness and has incurred a total of RMB1,407 million of additional indebtedness, comprising the drawdown of RMB907 million of loans from facilities available as of June 30, 2011 and a total of RMB500 million under four new onshore loans to Shui On Development s subsidiaries (out of a total of RMB4,230 million facilities granted under these new facilities offset by repayment of RMB10 million during the period). (3) If all the Convertible Bonds due 2015 were converted at the conversion price of HK$4.65 per share, up to 669,120,000 shares would be issuable upon conversion. (4) Total capitalization represents the sum of the non-current portion of long-term borrowings and total equity. S-7

8 PLAN OF DISTRIBUTION Subject to the terms and conditions in the amended and restated purchase agreement dated January 13, 2012, which amended, restated, superseded and replaced the purchase agreement dated January 12, 2012 (the Purchase Agreement ), the Initial Purchasers have agreed, severally and not jointly, to purchase from the Issuer, our subsidiary, and the Issuer agrees to sell to the Initial Purchasers, S$250,000,000 aggregate principal amount of the Notes, with the Parent Guarantees endorsed thereon, as set forth opposite their names in the following table: Initial Purchaser Principal Amount of the Notes Standard Chartered Bank, Singapore Branch... S$115,000,000 BNP Paribas, Singapore Branch... S$ 45,000,000 Deutsche Bank AG, Singapore Branch... S$ 45,000,000 UBS AG, Singapore Branch... S$ 45,000,000 Total... S$250,000,000 The Purchase Agreement provides that the obligation of the Initial Purchasers to purchase the Notes is subject to approval of certain legal matters by counsel and to certain other conditions. The Initial Purchasers must purchase all of the Notes if they purchase any of the Notes. The Initial Purchasers initially propose to offer the Notes for resale at the issue price of such series that appears on the cover of this Offering Memorandum. After the initial offering, the Initial Purchasers may change the offering price and any other selling terms. The Initial Purchasers may offer and sell the Notes through certain of their affiliates. The Issuer and the Parent Guarantors will pay the Initial Purchasers customary fees and commissions in connection with the offering and will reimburse the Initial Purchasers for certain expenses incurred in connection with the offering. In the Purchase Agreement, we and the Issuer have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the Initial Purchasers may be required to make in respect of those liabilities. The Notes are a new issue of securities, and there is currently no established trading market for such series. In addition, the Notes are subject to certain restrictions on resale and transfer as described under Transfer Restrictions contained in the Original Offering Memorandum. We have received approval in-principle for the listing of the Notes on the SGX-ST. However, we cannot assure you that we will obtain or be able to maintain such listing. The Initial Purchasers have advised us that they intend to make a market in the Notes, but they are not obligated to do so. The Initial Purchasers may discontinue any market making in the Notes at any time in their sole discretion. Accordingly, we cannot assure you that a liquid trading market will develop for the Notes, that you will be able to sell your Notes at a particular time or that the prices that you receive when you sell will be favorable. S-8

9 PLAN OF DISTRIBUTION The Initial Purchasers and their affiliates perform various financial advisory, investment banking and commercial banking services, from time to time, for us and our affiliates and may be paid fees in connection with such services from time to time. We may enter into hedging or other derivative transactions as part of our risk management strategy with the Initial Purchasers, which may include transactions relating to our obligations under the Notes. Our obligations under these transactions may be secured by cash or other collateral. No action is being taken or is contemplated by us that would permit a public offering of any series of the Notes, or possession or distribution of any preliminary Offering Memorandum or Offering Memorandum or any amendment thereof, any supplement thereto or any other offering material relating to any series of the Notes in any jurisdiction where, or in any other circumstance in which, action for those purposes is required. None of the Notes has been and will be registered under the Securities Act and the Notes may only be offered, sold or delivered outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. An offer or sale of any series of the Notes within the United States may violate the registration requirements of the Securities Act unless the offer or sale is in compliance with an exemption from registration under the Securities Act. We expect that delivery of the Notes will be made against payment therefor on or about the closing date specified on the cover page of this Offering Memorandum, which will be on or about the sixth business day following the pricing date of the Notes (this settlement cycle being referred to as T+6 ). Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the Notes initially will settle in T+6, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing or succeeding business days should consult their own legal advisor. United States The Notes have not been and will not be registered under the Securities Act, and may only be offered or sold outside the United States in compliance with Regulation S under the Securities Act. In addition, until 40 days after the commencement of the offering of the Notes, an offer or sale of Notes within the United States by a dealer that is not participating in the offering may violate the registration requirements of the Securities Act. United Kingdom No invitation or inducement to engage in investment activity (within the meanings of section 21 of the Financial Services and Markets Act 2000 (the FSMA ) received by the Initial Purchasers in connection with the issue or sale of the Notes may be communicated or caused to be communicated except in circumstances in which section 21(1) of the FSMA does not apply to the Initial Purchasers. All applicable provisions of the FSMA must be complied with in respect to anything done or to be done by the Initial Purchasers in relation to any Notes in, from or otherwise involving the United Kingdom. This Offering Memorandum has not been and will not be registered with the Registrar of Companies in. Accordingly, except as mentioned below, this Offering Memorandum may not be S-9

10 PLAN OF DISTRIBUTION issued, circulated or distributed in. A copy of this Offering Memorandum may, however, be issued to a limited number of prospective applicants for the Notes in in a manner which does not constitute an offer of the Notes to the public in or an issue, circulation or distribution in of a prospectus for the purposes of the Companies Ordinance (Cap. 32 of the Laws of ). No advertisement, invitation or document relating to the Notes may be issued or may be in the possession of any person other than with respect to the Notes which are or are intended to be disposed of only to persons outside or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 57l. Laws of ) and any rules made thereunder. Japan The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended; the FIEA ) and may not be offered or sold directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan. Singapore This Offering Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Offering Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Notes to be issued from time to time by the Company may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) (b) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within six (6) months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; S-10

11 PLAN OF DISTRIBUTION (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA. PRC No securities shall be offered or sold in the PRC (excluding, Macau and Taiwan) directly or indirectly, except in compliance with applicable laws and regulations. Cayman Islands No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for the Notes unless the Issuer is listed on the Cayman Islands Stock Exchange. S-11

12 PRINCIPAL AND REGISTERED OFFICE OF THE PARENT GUARANTORS Shui On Land Limited Shui On Development (Holding) Limited 26/F Shui On Plaza 333, Huai Hai Zhong Road Shanghai China REGISTERED OFFICE OF THE ISSUER Shui On Development (Singapore) Pte. Ltd. 80 Robinson Road #02-00 Singapore TRUSTEE DB Trustees () Limited Level 52, International Commerce Centre 1 Austin Road West Kowloon PRINCIPAL PAYING AND TRANSFER AGENT Deutsche Bank AG, Singapore Branch One Raffles Quay #17-00 South Tower Singapore REGISTRAR Deutsche Bank Luxembourg S.A. 2 Boulevard Konrad Adenauer L-115, Luxembourg LEGAL ADVISERS TO THE PARENT GUARANTORS AND THE ISSUER as to United States law and law as to PRC law as to Cayman Islands law and British Virgin Islands law as to Singapore Law Freshfields Jin Mao Bruckhaus Deringer PRC Lawyers 11th Floor 13th Floor Two Exchange Square New World Tower Central No. 300 Huai Hai Zhong Road Shanghai, PRC Walkers 15th Floor, Alexandra House 18 Chater Road Central Allen & Gledhill LLP One Marina Boulevard #28-00 Singapore LEGAL ADVISERS TO THE INITIAL PURCHASERS as to United States law as to PRC law Davis Polk & Wardwell c/o 18/F, The Hongkong Club Building 3A Chater Road Central LEGAL ADVISER TO THE TRUSTEE as to United States Law Clifford Chance 28th Floor, Jardine House One Connaught Place Central INDEPENDENT ACCOUNTANTS Deloitte Touche Tohmatsu 35th Floor, One Pacific Place 88 Queensway Commerce & Finance Law Office 6/F NCI Tower, Al2 Jianguomenwai Avenue Chaoyang District, Beijing PRC