E151112439Ann.indd

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 for information purposes only and is not an offer to sell or the solicitation of an offer to buy securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. This announcement is not an offer of securities for sale in the United States. Neither this announcement nor any copy hereof may be taken into or distributed in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.


(Incorporated in Hong Kong with limited liability)

(Stock Code: 392)


US$200,000,000 4.99% GUARANTEED BONDS DUE 2040 AND DISCLOSURE PURSUANT TO RULE 13.18 OF THE LISTING RULES


The Board is pleased to announce that the Company and the Issuer have entered into a Subscription Agreement with the Manager in connection with the issuance of the Bonds.


The Issuer intends to advance the net proceeds from the Bonds to the Company. The Company intends to use the net proceeds received for general corporate and refinancing purposes.


An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Bonds by way of debt issues to professional investors only.

INTRODUCTION


The Board is pleased to announce that the Company and the Issuer have entered into a Subscription Agreement with the Manager in connection with the issuance of the Bonds.


THE SUBSCRIPTION AGREEMENT


Date


1 December 2015


Parties to the Subscription Agreement


  1. the Issuer;


  2. the Company as the guarantor; and


  3. the Manager.


Australia and New Zealand Banking Group Limited is the sole lead manager and bookrunner in respect of the offer and sale of the Bonds. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Manager is an independent third party and is not a connected person of the Company.


The Bonds and the Guarantee by the Company have not been, and will not be, registered under the U.S. Securities Act. Accordingly, the Bonds are being offered or sold outside the United States in accordance with Regulation S under the U.S. Securities Act. The Bonds will not be offered to the public in Hong Kong.

BRIEF DESCRIPTION OF THE BONDS


Maturity date of the Bonds


Subject to certain conditions to completion, the Bonds, in an initial aggregate principal amount of US$200,000,000, will mature on 17 December 2040 unless redeemed prior to their maturity pursuant to the terms thereof. At maturity, the Bonds are payable at their principal amount plus accrued interest thereon.


Interest


The Bonds will bear interest at a rate of 4.99% per annum, payable semi-annually in arrear in equal instalments on 17 June and 17 December in each year, commencing on 17 June 2016.


Ranking of the Bonds and Guarantee


The Bonds will constitute direct, unconditional, unsecured (except as described in the Conditions) and unsubordinated obligations of the Issuer and will rank pari passu among themselves and at least pari passu in right of payment with all other present and future unsecured and unsubordinated obligations of the Issuer, subject as described in the Conditions.


The Guarantee will constitute direct, unconditional, unsecured (except as described in the Conditions) and unsubordinated obligations of the Company and will rank at least pari passu in right of payment with all other present and future unsecured and unsubordinated obligations of the Company.


Events of Default


The events of default under include, among others:


  1. default in the payment of principal or premium;


  2. default in the payment of interest;

  3. the Issuer or the Company defaults in the performance of or breaches any covenant or agreement in respect of the Bonds (other than a default specified in clause (a) or (b) above) and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the holders of 25% or more in aggregate principal amount of the Bonds;


  4. there occurs with respect to any indebtedness of the Issuer, the Company or any of the Company's Subsidiaries having an outstanding principal amount of US$40 million (or the dollar equivalent thereof) or more in the aggregate for all such indebtedness, whether such indebtedness now exists or shall thereafter be created, (A) an event of default that has caused the holder hereof to declare such indebtedness to be due and payable prior to its express maturity and/or (B) the failure to make a payment of principal, interest or premium when due;


  5. one or more final judgments or orders for the payment of money are rendered against the Issuer, the Company or any of the Company's Subsidiaries and are not paid or discharged, and there is a period of 90 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such persons to exceed US$60 million (or the dollar equivalent thereof);


  6. the Issuer, the Company or any of the Company's Subsidiaries is insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend, payment of all or a material part of (or of a particular type of) its debts, or in other similar situations as described in the Conditions;


  7. an order is made or an effective resolution passed for (i) the termination, winding-up or dissolution, administration or judicial management of the Issuer, the Company or any of the Company's Subsidiaries or (ii) the winding-up, dissolution, judicial management or administration of the Issuer, the Company or any of the Company's Subsidiaries, or the Issuer, the Company or any of the Company's 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, reorganization, merger or consolidation on terms approved by an Extraordinary Resolution of holders of the Bonds;

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