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 not an offer to purchase, a solicitation of an offer to purchase, an offer to sell, or a solicitation of an offer to sell, the 2018 Notes. This announcement does not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. This announcement is not for release, publication or distribution in or into, or to any person resident and/or located in, any jurisdiction where such release, publication or distribution is unlawful.
This announcement does not constitute an offer to sell or the solicitation of an offer to purchase 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 that may be obtained from the Company or the selling security holder. Such prospectus will contain detailed information about the Company and management, as well as financial statements. No public offering of securities is to be made by the Company in the United States.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00123) ANNOUNCEMENT FINAL RESULTS OF OFFER TO REPURCHASE FOR CASH AND CONSENT SOLICITATION BY YUEXIU PROPERTY COMPANY LIMITED IN RELATION TO ITS US$350,000,000 3.25% NOTES DUE 2018 (ISIN: XS0878082899) (stock code: 4596) UNDER ITS US$2,000,000,000 MEDIUM TERM NOTE PROGRAMMEThis announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the provisions under Part XIVA of the SFO.
RESULTS OF THE OFFER AND CONSENT SOLICITATIONThe Company is pleased to announce that the Extraordinary Resolution was duly passed at the Meeting on 9 August 2016. Accordingly, the 2018 Notes Supplemental Trust Deed was executed on 9 August 2016 and the proposed amendments to the Terms and Conditions and the Trust Deed referred to in the Extraordinary Resolution and set out in the 2018 Notes Supplemental Trust Deed have become effective from 9 August 2016.
In addition, following the expiration of the Offer at 11:00 p.m. (Hong Kong time) on 5 August 2016, the Company announces that:
the aggregate principal amount of the 2018 Notes validly tendered in the Offer is US$260,559,000 (equivalent to approximately HK$2,027,149,020);
the Acceptance Amount is US$260,559,000 (equivalent to approximately HK$2,027,149,020);
the Repurchase Spread as determined pursuant to the Modified Dutch Auction Procedure is +160 bps;
based on the Repurchase Spread of +160 bps, the Repurchase Price and Repurchase Yield in respect of the Accepted 2018 Notes is US$1,012.98 for each US$1,000 in aggregate principal amount of the 2018 Notes and 2.334% (rounded to the nearest third decimal point) respectively; and
the aggregate principal amount of 2018 Notes remaining outstanding following completion of the Offer will be US$89,441,000.
The Company will pay the settlement amount ((i) in respect of the 2018 Notes validly tendered and accepted for repurchase by the Company, the aggregate amount of the Repurchase Price, accrued interest and the applicable Consent Fee; and (ii) in respect of the 2018 Notes for which a vote in favour of the Extraordinary Resolution has been provided by a Noteholder participating in the Consent Solicitation only, the applicable Consent Fee) to the relevant Noteholders on the Settlement Date, which is expected to be 12 August 2016.
The Company has, in accordance with the Terms and Conditions (as amended by the 2018 Notes Supplemental Trust Deed), given an Optional Redemption Notice to Noteholders holding the Remaining Outstanding 2018 Notes on 9 August 2016. Accordingly, the Call Option for the Company to redeem all Remaining Outstanding 2018 Notes will be exercised on 15 August 2016.
This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the provisions under Part XIVA of the SFO.
RESULTS OF THE OFFER AND CONSENT SOLICITATIONReference is made to the announcement of the Company dated 15 July 2016 in relation to the Offer and Consent Solicitation in respect of any and all of the outstanding 2018 Notes (the "Announcement"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as defined in the Announcement.
The Company is pleased to announce that the Extraordinary Resolution was duly passed at the Meeting convened by the Notice of Meeting and held at Linklaters, 10th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong at 9:00 a.m. (Hong Kong time) on 9 August 2016. Accordingly, the 2018 Notes Supplemental Trust Deed was executed on 9 August 2016 following the Meeting and the proposed amendments to the Terms and Conditions and the Trust Deed referred to in the Extraordinary Resolution and set out in the 2018 Notes Supplemental Trust Deed have become effective from 9 August 2016.
In addition, following the expiration of the Offer at 11:00 p.m. (Hong Kong time) on 5 August 2016, the Company announces that:
the aggregate principal amount of the 2018 Notes validly tendered in the Offer is US$260,559,000 (equivalent to approximately HK$2,027,149,020);
the aggregate principal amount of the validly tendered 2018 Notes which has been accepted for repurchase by the Company (the "Accepted 2018 Notes") pursuant to the Offer and the Scaling Factor of 100% (i.e. the Acceptance Amount) is US$260,559,000 (equivalent to approximately HK$2,027,149,020);
the Repurchase Spread as determined pursuant to the Modified Dutch Auction Procedure is +160 bps;
based on the Repurchase Spread of +160 bps, the Repurchase Price and Repurchase Yield in respect of the Accepted 2018 Notes is US$1,012.98 for each US$1,000 in aggregate principal amount of the 2018 Notes and 2.334% (rounded to the nearest third decimal point) respectively; and
the aggregate principal amount of 2018 Notes remaining outstanding following completion of the Offer will be US$89,441,000 (the "Remaining Outstanding 2018 Notes").
On the Settlement Date, which is expected to be 12 August 2016:
the Company will pay the settlement amount ((i) in respect of the 2018 Notes validly tendered and accepted for repurchase by the Company, the aggregate amount of the Repurchase Price, accrued interest and the applicable Consent Fee; and (ii) in respect of the 2018 Notes for which a vote in favour of the Extraordinary Resolution has been provided by a Noteholder participating in the Consent Solicitation only, the applicable Consent Fee) to the relevant Noteholders through the Clearing Systems;
the Accepted 2018 Notes will be transferred from the relevant Noteholders to the Company and cancelled in accordance with the Terms and Conditions; and
the Remaining Outstanding 2018 Notes blocked in the Clearing Systems to the order of the Tender and Tabulation Agent will cease to be blocked.
The Remaining Outstanding 2018 Notes (i.e. the 2018 Notes that have not been tendered and/or accepted for repurchase pursuant to the Offer) remain outstanding. On 9 August 2016, the Company has, in accordance with the Terms and Conditions (as amended by the 2018 Notes Supplemental Trust Deed), given an Optional Redemption Notice to Noteholders holding the Remaining Outstanding 2018 Notes for the Company's redemption of the Remaining Outstanding 2018 Notes. Accordingly, the Call Option for the Company to redeem all Remaining Outstanding 2018 Notes will be exercised on 15 August 2016, i.e. the Optional Redemption Date specified in the Optional Redemption Notice, at an early redemption price equal to 100% of the principal amount of the 2018 Notes plus accrued and unpaid interest up to (but excluding) the Optional Redemption Date.
Shareholders and potential investors of the Company are advised to exercise caution when dealing or investing in the securities of the Company.Yuexiu Property Co. Ltd. published this content on 09 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 09 August 2016 12:27:07 UTC.
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