43179-01A 1..3

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 does not constitute an offer to sell or the solicitation of an offer to buy 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. Such prospectus will contain detailed information about the company making the offer, management, as well as financial statements. The Company does not intend to make any public offering of securities in the United States.


Evergrande Real Estate Group Limited

恒 大 地 產 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3333)


CONSENT SOLICITATION IN RESPECT OF

  1. 8.75% SENIOR NOTES DUE 2018 (DEBT SECURITIES STOCK CODE: 5990) AND

  2. 12.0% SENIOR NOTES DUE 2020


Evergrande Real Estate Group Limited (the ''Company'') today announced a solicitation of consents (the ''Consent Solicitation'') to certain proposed amendments (the ''Proposals'') to:

  • the indenture, dated as of 30 October 2013 (as supplemented or amended to the date hereof, the ''2018 Notes Indenture''), by and between the Company, the Subsidiary Guarantors (as defined therein) and Citicorp International Limited, as trustee and collateral agent, governing its 8.75% Senior Notes due 2018 (CUSIP 300151 AB3, Common Code 098624279, ISIN US300151AB32 (Rule 144A) and CUSIP G3225A AD5, Common Code 098129359, ISIN USG3225AAD57

    (Regulation S)) which are listed on the Stock Exchange of Hong Kong Limited (Debt Securities Stock Code: 5990) (the ''2018 Notes''); and

  • the indenture, dated as of 17 February 2015 (as supplemented or amended to the date hereof, the ''2020 Notes Indenture'' and, together with the 2018 Notes Indenture, the ''Indentures''), by and between the Company, the Subsidiary Guarantors (as defined therein) and the Citcorp International Limited, as trustee and collateral agent, governing its 12.0% Senior Notes due 2020 (Common Code 116514648, ISIN XS1165146488) which are listed on the Singapore Exchange Securities Trading Limited (the ''2020 Notes'' and, together with the 2018 Notes, the ''Notes'' and, each a ''Series'').

The principal purpose of the Consent Solicitation and the Proposals is to amend certain provisions in the Indentures to bring them into conformity with the terms of the Company's 8.0% Senior Notes due 2019 issued on 15 January 2016 (the ''2019 Notes'') which had more flexible terms than the existing Notes to enable the Company to pursue additional business opportunities and further business growth.


The record date for the Consent Solicitation is 5: 00 p.m. New York City Time with respect to the 2018 Notes and 5: 00 p.m. Central European Time with respect to the 2020 Notes, in each case on 29 January 2016 (the ''Record Date''). The Consent Solicitation will expire at 5: 00 p.m. New York City Time with respect to the 2018 Notes and 5: 00 p.m. Central European Time with respect to the 2020 Notes, in each case on 19 February 2016, unless extended or terminated by the Company.


The Company is offering to the holders of the Notes as of the Record Date a consent fee of US$3.50 for each US$1,000 in principal amount of the Notes in respect of which such holder has validly delivered (and has not validly revoked) a consent pursuant to the terms of the relevant Consent Solicitation Statements (as defined below) on or prior to the expiration of the Consent Solicitation. The Company's obligation to accept consents and pay the consent fee is conditional on, among other things, there being validly delivered unrevoked consents from the holders of not less than a majority in aggregate principal amount of the outstanding Notes of each Series.


For a detailed statement of the terms and conditions of the Consent Solicitation and the Proposals, holders of the 2018 Notes should refer to the consent solicitation statement in respect of the 2018 Notes dated 1 February 2016 (the ''2018 Notes Consent Solicitation Statement''), and holders of the 2020 Notes should refer to the consent solicitation statement in respect of the 2020 Notes dated 1 February 2016 (the ''2020 Notes Consent Solicitation Statement'' and, together with the 2018 Notes Consent Solicitation Statement, the ''Consent Solicitation Statements'' and each, a ''Consent Solicitation Statement''). The Consent Solicitation Statements will be distributed to the holders of the respective Series by D.F. King, the information and tabulation agent for the Consent Solicitation. The Company has engaged Credit Suisse Securities (Europe) Limited to act as the solicitation agent (the ''Solicitation Agent'') for the Consent Solicitation. Questions from holders of the Notes regarding the Consent Solicitation should be directed to the Solicitation Agent for the attention of the Transaction Management Team, at email: list.consent@credit-suisse.com. Requests for additional copies of the Consent Solicitation Statements should be directed to the information and tabulation agent for the Consent Solicitation, D.F. King in London on +44 20 7920 9700, in New York on +1 (212) 269 5550 or

+1 (866) 751-6312, and in Hong Kong on +852 3953 7230 or via email at evergrande@dfkingltd.com.


This announcement is not a solicitation of consent with respect to any Series of the Notes. The Consent Solicitation is being made solely by the Consent Solicitation Statements, which set forth a detailed description of the terms of the Consent Solicitation with respect to the relevant Series of the Notes.


The distribution of this announcement in certain jurisdictions may be restricted by law. Persons who come into possession of this announcement are required to inform themselves about, and to observe, any such restrictions.

As there is no assurance that the requisite consents necessary for the Proposals will be obtained, shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.


FORWARD-LOOKING INFORMATION


Forward-looking statements in this announcement, including those statements relating to the Consent Solicitation, such as the scheduled expiration date and payment of the consent fee, are based on current expectations. These statements are not guarantees of future events or results. Future events and results involve some risks, uncertainties and assumptions that are difficult to predict. Actual events and results could vary materially from the description contained herein due to many factors including changes in the market and price for any Series of the Notes; changes in the business and financial condition of the Company and its subsidiaries; changes in the debt markets in general; and the occurrence of events specified in the Consent Solicitation that would trigger a condition permitting termination or amendment of the Consent Solicitation.


By order of the Board

Evergrande Real Estate Group Limited Hui Ka Yan

Chairman


Hong Kong, 1 February 2016


As at the date of this announcement, the board of Directors comprises nine members, of which Mr. Hui Ka Yan, Mr. Xia Haijun, Ms. He Miaoling, Mr. Tse Wai Wah, Mr. Xu Wen and Mr. Huang Xiangui are the executive Directors; and Mr. Chau Shing Yim, David, Mr. He Qi and Ms. Xie Hongxi are the independent non-executive Directors

Evergrande Real Estate Group Limited issued this content on 01 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 01 February 2016 00:58:06 UTC

Original Document: http://file.irasia.com/listco/hk/evergrande/announcement/a160201.pdf