DONGFENG MOTOR 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 for information purposes only, and does not constitute an invitation or an offer to acquire, purchase or subscribe for securities. No public offer of the securities referred to herein will be made in Hong Kong, the United States or any other jurisdiction.
Neither this announcement nor anything herein constitutes an offer of securities for sale or solicitation of an offer to buy securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. 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 has not registered and does not intend to register, any of the securities in the United States. This announcement is not for distribution, directly or indirectly, in or into the United States.
東風汽車集團股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 489)Dongfeng Motor (Hong Kong) International Co., Limited, a wholly-owned subsidiary of Dongfeng Motor Group Company Limited, proposes to conduct an offering of unsecured notes denominated in Euro to professional investors only. The Issuer will commence a series of roadshow presentations beginning on or around 9 October 2015 to professional investors. The proposed Notes Issue will only be offered and sold outside the United States in compliance with Regulation S under the U.S. Securities Act.
The Notes are expected to be unconditionally and irrevocably guaranteed by the Company.
Bank of China, BNP PARIBAS, Deutsche Bank, HSBC and Société Générale Corporate & Investment Banking are the joint global coordinators and BOCOM HK Branch and ICBC (Asia) (in the capacity as joint bookrunner only) are the joint bookrunners and joint lead managers of the proposed Notes Issue.
This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (CAP 571 of the Laws of Hong Kong).
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Introduction
The Issuer proposes to carry out an issuance of unsecured notes which will be offered to professional investors only. The Notes are expected to be guaranteed by the Company. It is intended that the Notes and the Guarantee will constitute direct, unconditional, unsubordinated and, subject to the terms and conditions of the Notes, unsecured obligations of the Issuer and the Company.
Completion of the Notes Issue is subject to, among other things, market conditions and investor interest. The size and pricing of the proposed Notes Issue will be determined following a book-building process to be conducted by the joint bookrunners and joint lead managers of the proposed Notes Issue.
The Issuer will commence a series of roadshow presentations beginning on or around 9 October 2015 to professional investors. The Notes will only be offered outside the United States in accordance with Regulation S under the U.S. Securities Act.
Bank of China, BNP PARIBAS, Deutsche Bank, HSBC and Société Générale Corporate & Investment Banking are the joint global coordinators and BOCOM HK Branch and ICBC (Asia) (in the capacity as joint bookrunner only) are the joint bookrunners and joint lead managers of the proposed Notes Issue.
An offering circular which will be distributed to prospective investors of the Notes will contain, amongst other things, details of the proposed Notes Issue, the terms and conditions of the Notes and risk factors relating to the Group and an investment in the Notes.
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Proposed Use of Net Proceeds
The net proceeds of the proposed Notes Issue will be used for offshore refinancing of the Issuer's EUR830 million bridge loan, to which certain of the joint lead managers of the proposed Notes Issue or their affiliates are lenders.
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Listing
The Notes are intended to be listed on the Irish Stock Exchange or other international stock exchanges in which notes of a similar nature are normally listed.
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General
No definitive or binding agreement in relation to the proposed Notes Issue has been entered into as at the date of this announcement, and accordingly, the proposed Notes Issue may or may not materialise. Completion of the proposed Notes Issue is subject to, among other things, market conditions and investor interest. Accordingly, potential investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.To the best of the Directors' knowledge, information and belief, each of Bank of China, BNP PARIBAS, BOCOM HK Branch, Deutsche Bank, HSBC, ICBC (Asia) and Société Générale Corporate & Investment Banking is an Independent Third Party. None of the Notes will be offered to the public in Hong Kong and none of the Notes will be placed to any connected person of the Group.
Further announcements in respect of the proposed Notes Issue will be made by the Company as and when appropriate.
- Definitions
In this announcement, unless the context requires otherwise, the following expressions have the following meanings:
Bank of Communications Co., Ltd. Hong Kong Branch
The Stock Exchange of Hong Kong Limited
Parties independent of the Group and its connected persons
Irish Stock Exchange plc
Société Générale
By order of the Board of Directors
ZHU YANFENGChairman
Wuhan, the PRC, 4 October 2015
As at the date of this announcement, Mr. Zhu Yanfeng, Mr. Zhu Fushou, Mr. Li Shaozhu are the executive directors of the Company, Mr. Tong Dongcheng, Mr. Ouyang Jie and Mr. Liu Weidong are the non-executive directors of the Company and Mr. Ma Zhigeng, Mr.Zhang Xiaotie, Mr. Cao Xinghe and Mr. Chen Yunfei are the independent non-executive directors of the Company.
* For identification purposes only
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