Fufeng Group Limited

Transcription

1 This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United Stated or in any other jurisdiction where it is unlawful to do so. The bonds to be issued have not been and will not be registered under the United Stated Securities Act of 1933, as amended (the Securities Act ), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States (as defined in Regulation S under the Securities Act) except pursuant to an exemption for, or in a transaction not subject to, the registration requirements of the Securities Act. 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. The Company does not intend to make any public offering of securities in the United State. FSA/ICMA stabilisation applies. Fufeng Group Limited (Incorporated in the Cayman Islands with limited liability) (Stock code: 546) ISSUE OF US$350 MILLION 5.875% US DOLLAR-DENOMINATED BONDS DUE 2021 On 21 August 2018, the Company entered into the Subscription Agreement with the Joint Bookrunners in relation to the issue of US$350 million 5.875% Bonds due The gross proceeds of the Bonds Issue, before deduction of underwriting discounts and commissions and other estimated expenses in connection with the Bonds Issue, will amount to approximately US$349.6 million, which the Company intends to use for refinancing and business development purposes. No PRIIPs KID No PRIIPs key information document (KID) has been prepared as not available to any retail investor in EEA. The Company will seek a listing of the Bonds on the Stock Exchange. A confirmation of the eligibility of the listing of the Bonds has been received from the Stock Exchange. Listing of the Bonds to the Stock Exchange is not to be taken as an indication of the merits of the Company, BOCHK, China Minsheng Bank, Deutsche Bank, Guotai Junan Securities, Haitong International, HSBC, Mason Securities, Mizuho Securities or UBS. 1

2 The Board is pleased to announce that on 21 August 2018, the Company entered into the Subscription Agreement with the Joint Bookrunners in connection with the issue of US$350 million 5.875% bonds due THE SUBSCRIPTION AGREEMENT Parties (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) the Company, as the issuer; BOCHK; China Minsheng Bank; Deutsche Bank; Guotai Junan Securities; Haitong International; HSBC; Mason Securities; Mizuho Securities; and UBS. (b), (c), (d), (e), (f), (g), (h), (i) and (j) above together as the Joint Bookrunners. Deutsche Bank, HSBC and UBS have been appointed as joint global coordinators, joint lead managers and joint bookrunners, while BOCHK, China Minsheng Bank, Guotai Junan Securities, Haitong International, Mason Securities and Mizuho Securities have been appointed as joint lead managers and joint bookrunners of the Bonds Issue. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, BOCHK, China Minsheng Bank, Deutsche Bank, Guotai Junan Securities, Haitong International, HSBC, Mason Securities, Mizuho Securities and UBS are independent third parties and not connected persons of the Company and its connected persons. The Bonds have not been, and will not be registered, under the Securities Act or any state securities law and, unless so registered, may not be offered or sold within the United States and may only be offered and sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. Accordingly, the Bonds are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S. The Bonds will be offered to professional investors only. 2

3 No PRIIPs KID No PRIIPs key information document (KID) has been prepared as not available to any retail investor in EEA. Principal terms of the Bonds Issuer: Aggregated principal amount: Offer price: the Company US$350 million % of the principal amount of the Bonds Settlement date: 28 August 2018 Interest rate: 5.875% per annum, payable semi-annually in arrears on 28 February and 28 August of each year, commencing on 28 February 2019 Maturity: 28 August 2021 At any time (i) if the Bonds are not rated by either Rating Agency, (ii) if the Bonds are rated by one Rating Agency only and the rating of the Bonds by the one Rating Agency is BB+ or lower or (iii) if the Bonds are rated by two Rating Agencies and the rating of the Bonds by both Rating Agencies is BB+ or lower, the Bonds shall bear interest at 6.375% per annum. Status: The Bonds constitute direct, unconditional, unsubordinated and (subject to Condition 4 of the terms and conditions of the Bonds) unsecured obligations of the Company and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Company under the Bonds shall, save for such exceptions as may be provided by applicable law and subject to the terms and conditions of the Bonds, as applicable, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations. 3

4 Negative Pledge: So long as any Bond remains outstanding, the Company will not, and the Company will ensure that none of its subsidiaries will create, or have outstanding, any mortgage, charge, lien, pledge, encumbrance, other security interest or other arrangement with similar economic effect, anything analogous to any of the foregoing under the laws of any applicable jurisdiction upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, or to secure any guarantee or indemnity in respect of any Relevant Indebtedness (as defined in the terms and Conditions of the Bonds), without at the same time or prior thereto according to the Bonds (i) the same security as is created or subsisting to secure any such relevant indebtedness, guarantee or indemnity or (ii) such other security as shall be approved by an extraordinary resolution of the Bondholders. Events of default (1) If any of the events in clauses (f), (g) and (k) below occurs, the Bonds shall become immediately due and payable at its principal amount together with accrued interest without further formality; and (2) if any of the events in clauses (a), (b), (c), (d), (e), (h), (i) and (j) occurs and the Trustee receives notice in writing at its specified office from holders of at least 25% in principal amount of the Bonds or is directed to do so by an extraordinary resolution, the Trustee shall give written notice to the Company that the Bonds are, and shall, be declared immediately due and payable, whereupon it shall become immediately due and payable at its principal amount together with accrued interest without further formality: (a) (b) (c) Non-payment: the Company fails to pay (i) the principal of any of the Bonds on the due date or (ii) any interest on any of the Bonds within 15 days of the due date; or Breach of other obligations: the Company does not perform or comply with any one or more of its other obligations in the Bonds or under the trust deed or under the agency agreement (where applicable) which default (i) is incapable of remedy or (ii) if capable of remedy, is not remedied within 30 days after notice of such default shall have been given to the Trustee at its specified office by any Bondholder; or Cross-default: (i) any other present or future indebtedness of the Company or any of its subsidiaries for or in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any actual default, event of default or the like (howsoever described) (after giving effect to the expiration of any applicable grace period therefor), or (ii) the Company or any of its subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised (as extended by any applicable grace period), provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events 4

5 mentioned above in this clause have occurred equals or exceeds US$50 million or its equivalent (on the basis of the middle spot rate for the relevant currency against the US dollar as quoted by any leading bank on the day on which this clause operates); or (d) (e) (f) (g) (h) Enforcement proceedings: a distress, attachment, execution after final judgment by a court of competent jurisdiction or other legal process is levied, enforced or sued out on or against all or a material part of the property, assets or revenues of the Company or any of its Principal Subsidiaries and is not discharged or stayed within 60 days; or Security enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Company or any of its Principal Subsidiaries over all or a material part of the assets of the Company or the relevant Principal Subsidiary, as the case may be, becomes enforceable pursuant to a final judgment by a court of competent jurisdiction and any step is taken to enforce it (including the taking of possession or the appointment of a receiver manager or other similar person) and is not discharged within 60 days; or Insolvency: the Company or any of its Principal Subsidiaries (i) is (or is, deemed by law or a court of competent jurisdiction to be) insolvent or bankrupt or unable to pay its debts as they fall due, stops, suspends or threatens to stop or suspend payment of all or a material part of its debts, or (ii) proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or a material part of the debts of the Company or any of its Principal Subsidiaries provided that, for the avoidance of doubt, this clause (ii) shall not apply to an assignment, arrangement or composition with creditors entered into by the Company or any Principal Subsidiary on a solvent basis with respect to the indebtedness of any Principal Subsidiary (or any guarantee thereof granted by the Company) and on terms as notified to the Trustee through a notice to be delivered on or before the commencement of such assignment, arrangement or composition, which notice should confirm that such assignment, arrangement or composition is conducted on a solvent basis and will not affect the Company s ability to perform their obligations under the Bonds; or Winding-up: an administrator is appointed, an order is made by any court of competent jurisdiction or an effective resolution passed for the winding-up or dissolution of the Company or any of its Principal Subsidiaries, or the Company or any of its Principal Subsidiaries ceases or threatens to cease to carry on all or substantially all of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by an extraordinary resolution of the Bondholders, or (ii) in the case of a Principal Subsidiary, whereby the undertaking and assets of such subsidiary are transferred to or otherwise vested in the Company or another of its Principal Subsidiaries; or Nationalization: any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of the assets of the Company or any of its Principal Subsidiaries; or 5

6 (i) (j) (k) Authorisation and consents: any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (i) to enable the Company lawfully to enter into, exercise their respective rights and perform and comply with their respective obligations under the Bonds, (ii) to ensure that those obligations are legally binding and enforceable and (iii) to make the Bonds admissible in evidence in the courts of England is not taken, fulfilled or done; or Illegality: it is or will become unlawful for the Company to perform or comply with any one or more of its obligations under any of the Bonds; or Analogous events: any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in clauses (f) and (g) above. Redemption Final redemption: Unless previously redeemed, or purchased and cancelled, the Bonds will be redeemed at their principal amount on 28 August 2021 (the Maturity Date ). The Bonds may not be redeemed at the option of the Company other than in accordance with the following conditions. (a) (b) (c) Redemption for taxation reasons: With respect to the Bonds, the Company may redeem all and not some of the Bonds at their principal amount, together with interest accrued to the date fixed for redemption, in the event of certain changes affecting the taxes of Cayman Islands or the PRC. Redemption for Change of Control Triggering Event: With respect to the Bonds, at any time following the occurrence of a change of control triggering event, the holder of each Bond will have the right, at such holder s option, to require the Company to redeem all, but not some only, of such holder s Bonds on the change of control put date, which shall be the 30 day after the expiry of such period of 30 days at 101 per cent. of their principal amount, together with interest accrued but unpaid to the put date. Redemption at the Option of the Company: The Company may at its option at any time redeem the Bonds, in whole but not in part, at a Make Whole Price plus accrued and unpaid interest, if any, to (but excluding), the date fixed for redemption. Proposed use of proceeds The gross proceeds of the Bonds Issue, before deduction of underwriting discounts and commissions and other estimated expenses in connection with the Bonds Issue, will amount to approximately US$349.6 million, which the Company intends to use for refinancing and business development purposes. 6

7 Listing The Company will seek a listing of the Bonds on the Stock Exchange. A confirmation of the eligibility for the listing of the Bonds has been received from the Stock Exchange. Listing of the Bonds to the Stock Exchange is not to be taken as an indication of the merits of the Company, BOCHK, China Minsheng Bank, Deutsche Bank, Guotai Junan Securities, Haitong International, HSBC, Mason Securities, Mizuho Securities or UBS. Ratings The Bonds are expected to be rated BBB- by Standard & Poor s. DEFINITIONS In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise: Board BOCHK Bonds Bonds Issue China Minsheng Bank Company connected person Deutsche Bank Directors EEA the board of Directors; Bank of China (Hong Kong) Limited, one of the joint lead managers and joint bookrunners in respect of the Bonds Issue; the US$350 million 5.875% senior Bonds due 2021 to be issued by the Company; the issue of the Bonds by the Company; China Minsheng Banking Corp., Ltd, Hong Kong Branch, one of the joint lead managers and joint bookrunners in respect of the Bonds Issue; Fufeng Group Limited, a company incorporated in the Cayman Islands with its issued Shares listed on the Stock Exchange; has the meaning ascribed to it under the Listing Rules; Deutsche Bank AG, Singapore Branch, one of the joint global coordinators, joint lead managers and joint bookrunners in respect of the Bonds Issue; the directors of the Company; European Economic Area; 7

8 Group Guotai Junan Securities Haitong International Hong Kong HSBC Joint Bookrunners Listing Rules Make Whole Price Mason Securities Mizuho Securities PRC the Company and its subsidiaries; Guotai Junan Securities (Hong Kong) Limited, one of the joint lead managers and joint bookrunners in respect of the Bonds Issue; Haitong International Securities Company Limited, one of the joint lead managers and joint bookrunners in respect of the Bonds Issue; the Hong Kong Special Administrative Region of the PRC; The Hongkong and Shanghai Banking Corporation Limited, one of the joint global coordinators, joint lead managers and joint bookrunners in respect of the Bonds Issue; BOCHK, China Minsheng Bank, Deutsche Bank, Guotai Junan Securities, Haitong International, HSBC, Mason Securities, Mizuho Securities and UBS the Rules Governing the Listing of Securities on the Stock Exchange; with respect to a Note at the Optional Redemption Date, the amount calculated by the reference treasury dealer selected by the Company that is the greater of (1) the present value of the principal amount of the Bonds, assuming a scheduled repayment thereof on the Maturity Date plus all required remaining scheduled interest payments due on such Note through maturity date (but excluding accrued and unpaid interest to the Optional Redemption Date), computed using a discount rate equal to the adjusted treasury rate plus 50 basis points, and (2) the principal amount of such Bonds; Mason Securities Limited, one of the joint lead managers and joint bookrunners in respect of the Bonds Issue; Mizuho Securities Asia Limited, one of the joint lead managers and joint bookrunners in respect of the Bonds Issue; the People s Republic of China, excluding Hong Kong Administrative Region and Taiwan for the purpose of this announcement; 8

9 Principal Subsidiaries the subsidiaries (i) that contributed more than 5% of the revenue of the Company for the last fiscal year for which audited financial statements are available; (ii) the total assets of which represented more than 5% of the consolidated assets of the Company as of December 31 of the last fiscal year for which audited financial statements are available; or (iii) the total liabilities of which represented more than 5% of the consolidated liabilities of the Company as of December 31 of the last fiscal year for which audited financial statements are available. Any group of subsidiaries would be considered a principal subsidiary if, when taken together, they would constitute a principal subsidiary; PRIIPs Packages retail investment and insurance products (2009/92/ EC); professional investors Rating Agency Securities Act Stock Exchange Subscription Agreement Trustee UBS having the meaning ascribed to it under the Securities and Futures Ordinance; Standard and Poor s and Fitch Ratings Inc. the United States Securities Act of 1933, as amended; The Stock Exchange of Hong Kong Limited; the agreement dated 21 August 2018 entered into between, among others, the Company and the Joint Bookrunners in relation to the Bonds Issue; DB Trustees (Hong Kong) Limited UBS AG Hong Kong Branch, one of the joint global coordinators, joint lead managers and joint bookrunners in respect of the Bonds Issue; 9

10 United States US$ the United States of America; United States dollar, the lawful currency of the United States of America; and % per cent. By order of the board Fufeng Group Limited Li Xuechun Chairman Hong Kong, 21 August 2018 As at the date of this announcement, the executive directors of the Company are Mr. Li Xuechun, Mr. Zhao Qiang, Mr. Li Deheng, Mr. Pan Yuehong and Mr. Li Guangyu and the independent non-executive directors of the Company are Mr. Xiao Jian Lin, Mr. Qi Qingzhong and Ms. Zheng Yu. 10