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JY Grandmark Holdings Limited - Exchange Offer - Results

JY GRANDMARK HOLDINGS LIMITED 景業名邦集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2231) (1) RESULTS OF THE EXCHANGE OFFER FOR THE OUTSTANDING 9.5% SENIOR NOTES DUE 2024 (ISIN: XS2560991015; COMMON CODE: 256099101; STOCK CODE: 5677); AND (2) ISSUANCE OF US$159,284,612 9.5% SENIOR NOTES DUE 2025 FULLY EXEMPTED CONNECTED TRANSACTIONS: SUBSCRIPTIONS OF NOTES BY CONNECTED PERSONS OF THE COMPANY

10 JANUARY 2024


Full announcement including disclaimers and offer restrictions available via Hong Kong Exchanges and Clearing Ltd 


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"RESULTS OF THE EXCHANGE OFFER FOR THE EXISTING NOTES


The Company is pleased to announce that, as of 4:00 p.m., London time on 9 January 2024, the Existing Notes in the principal amount of US$152,100,000, representing 100% of the total aggregate principal amount of the outstanding Existing Notes, have been validly tendered for exchange and accepted pursuant to the Exchange Offer. With respect to the Existing Notes validly tendered and accepted for exchange, subject to the fulfillment or waiver of the other conditions precedent to the Exchange Offer, Eligible Holders of such Existing Notes will receive the Exchange Consideration on or about 11 January 2024, and listing of the New Notes on the Stock Exchange is expected to occur on or about 12 January 2024.


PARTICIPATION BY CONNECTED PERSONS


Certain relatives of Mr. Chan Sze Ming Michael (“Mr. Chan”), an executive Director and the chairman of the Company, and Jinghui Capital Investment Management Limited (“Jinghui Capital Investment”), which is wholly-owned by a substantial shareholder of a subsidiary of the Company, have participated in the Exchange Offer and are expected to be issued approximately 79.60% and 20.40% of the total principal amount of the New Notes to be issued, respectively. The aforesaid persons are connected persons (as defined under the Listing Rules) of the Company. As they are subject to the same terms as other Eligible Holders who participated in the Exchange Offer, the Directors (including the independent non-executive Directors) are of the view that such exchanges for the New Notes are being made on normal commercial terms, the terms of which are fair and reasonable and in the interests of the Company and its shareholders as a whole. As the New Notes are being issued under normal commercial terms, and that the New Notes are not secured by the assets of the Group, the participation in the Exchange Offer by such relatives of Mr. Chan and Jinghui Capital Investment are fully exempted connected transactions under Rule 14A.90 of the Listing Rules.


LISTING AND RATING OF THE NEW NOTES


The Company will seek a listing of the New Notes, totalling US$159,284,612 in principal amount, on the Stock Exchange. Admission of the New Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the New Notes. The New Notes are not rated. The Company would like to thank the existing investors for their continued support and trust in the Company and its management. The consummation of the Exchange Offer will enable the Company to extend its debt maturity profile and improve its debt structure. The Company would also like to thank the professional parties involved in the Exchange Offer for their professionalism which enabled the smooth running and successful execution of the transactions."


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JY GRANDMARK HOLDINGS LIMITED 景業名邦集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2231) (1) EXCHANGE OFFER FOR THE OUTSTANDING 9.5% SENIOR NOTES DUE 2024 (ISIN: XS2560991015; COMMON CODE: 256099101; STOCK CODE: 5677) (2) TENOR OF THE NEW SENIOR NOTES FOR THE EXCHANGE OFFER; AND (3) PROPOSED ISSUANCE OF NEW SENIOR NOTES

20 DECEMBER 2023


Full announcement including disclaimers and offer restrictions available via Hong Kong Exchanges and Clearing Ltd 


This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong). On 20 December 2023, the Company commenced the Exchange Offer with respect to the Existing Notes held by non-U.S. persons outside the United States. The Exchange Offer is being made upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum.

The Company has mandated Haitong International as the Dealer Manager in relation to the Exchange Offer. The Company has also mandated D.F. King as the Information and Exchange Agent. For detailed descriptions of the terms and conditions of the Exchange Offer, Eligible Holders should refer to the Exchange Offer Memorandum. It is expected that the New Notes will have a tenor of 364 days and the New Notes will bear interest at the rate of 9.5% per annum. The Company will make a further announcement in respect to the results of the Exchange Offer in due course."


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"Summary of Terms of The Exchange Offer


Upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum, the Company is offering to exchange any and all of its outstanding Existing Notes for the Exchange Consideration.


Eligible Holders of the Existing Notes validly accepted and exchanged in the Exchange Offer will, from and including the Settlement Date, waive any and all rights with respect to the Existing Notes (other than the right to receive the relevant components of the applicable Exchange Consideration) and will release and discharge the Company from any and all claims such holder may have, now or in the future, arising out of or related to such Existing Notes, including any and all accrued and unpaid interest thereon.


Existing Notes accepted pursuant to the Exchange Offer will be exchanged on the Settlement Date and will subsequently be cancelled.


Exchange Consideration


For each US$1,000 principal amount of outstanding Existing Notes that is validly tendered prior to the Exchange Expiration Deadline and accepted for exchange, an Eligible Holder of the Existing Notes will receive the consideration below:


(A) US$1,000 in aggregate principal amount of the New Notes; and


(B) Capitalized Interest (rounded downward to the nearest US$1).



Interest Rate


The New Notes will bear interest at the rate of 9.5% per annum.


Capitalized Interest


The Existing Notes bear interest at the rate of 9.5% per annum. Accrued and unpaid interest on the Existing Notes validly tendered and accepted for exchange, up to but not including the Settlement Date, will be payable in kind by increasing the principal amount of the New Notes to be issued to the Eligible Holders by the amount of such accrued and unpaid interest on the Existing Notes."


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****PREVIOUS JY GRANDMARK HOLDINGS LIMITED OFFER BELOW****


 

(1) EARLY EXPIRATION AND RESULTS OF EXCHANGE OFFER FOR

THE 7.5% SENIOR NOTES DUE 2023 (ISIN: XS2430934815;

COMMON CODE: 243093481; STOCK CODE: 4470); AND

(2) ISSUANCE OF US$152,100,000 9.5% SENIOR NOTES DUE 2024

FULLY EXEMPTED CONNECTED TRANSACTIONS:

SUBSCRIPTIONS OF NOTES BY CONNECTED PERSONS OF

THE COMPANY




10 January 2023


Full announcement available via HKX.


"RESULTS OF THE EXCHANGE OFFER FOR THE EXISTING NOTES


The Company is pleased to announce that, as of 4:00 p.m., London time on 9 January 2023, US$152,100,000 of the Existing Notes, representing 100% of the total aggregate principal amount of the outstanding Existing Notes, have been validly tendered for exchange and accepted pursuant to the Exchange Offer. As all tender instructions have been delivered, the Company has decided to (i) advance the Exchange Expiration Deadline from 4:00 p.m., London time on 13 January 2023 to 4:00 p.m., London time on 9 January 2023, and (ii) advance the expected Settlement Date from 20 January 2023 to 12 January 2023.


With respect to the Existing Notes validly tendered and accepted for exchange, subject to the fulfillment or waiver of the other conditions precedent to the Exchange Offer, Eligible Holders of such Existing Notes will receive the Exchange Consideration on or about 12 January 2023, and listing of the New Notes on the Stock Exchange is expected to occur on or about 13 January 2023.


PARTICIPATION BY CONNECTED PERSONS


Certain relatives of Mr. Chan, an executive Director and the chairman of the Company, and Jinghui Capital Investment, which is wholly-owned by a substantial shareholder of a subsidiary of the Company, have participated in the Exchange Offer and are expected to be issued approximately 73.47% and 8.45% of the total principal amount of the New Notes to be issued respectively. As they are subject to the same terms as other Eligible Holders who participated in the Exchange Offer, the Directors (including the independent nonexecutive Directors) are of the view that such exchanges for the New Notes are being made on normal commercial terms, the terms of which are fair and reasonable and in the interests of the Company and its shareholders as a whole. As the New Notes are being issued under normal commercial terms, and that the New Notes are not secured by the assets of the Group, the participation in the Exchange Offer by such relatives of Mr. Chan and Jinghui Capital Investment are fully exempted connected transactions under Rule 14A.90 of the Listing Rules."

 

(1) EXCHANGE OFFER FOR THE OUTSTANDING 7.5%

SENIOR NOTES DUE 2023 (ISIN: XS2430934815;

COMMON CODE: 243093481; STOCK CODE: 4470)

(2) TENOR OF THE NEW SENIOR NOTES FOR

THE EXCHANGE OFFER; AND

(3) PROPOSED ISSUANCE OF NEW SENIOR NOTES



19 December 2022


Full announcement available via HKX.


"Purpose of the Exchange Offer

The Company intends to refinance the Existing Notes and extend its debt maturity profile to improve its debt structure."


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"THE EXCHANGE OFFER


Introduction


The Company is offering to exchange any and all of its outstanding Existing Notes held by Eligible Holders in accordance with the terms and conditions as set out in the Exchange Offer Memorandum and as summarised under the “Summary of Terms of the Exchange Offer” section below.


The Exchange Offer is subject to certain conditions as described in the Exchange Offer Memorandum, including an affirmative determination by the Company that effecting the Exchange Offer is in its best interests. Notwithstanding anything to the contrary contained herein, but subject to applicable law, the Company may extend, withdraw or terminate the Exchange Offer if any of the conditions are not satisfied or waived by the Company by the Settlement Date and amend, modify or waive any of the terms and conditions of the Exchange Offer.


It is expected that the New Notes will have a tenor of 364 days and the New Notes will bear the interest at the rate of 9.5% per annum.


The Company will make a further announcement in respect to the results of the Exchange Offer in due course.


The Exchange Offer is not being made within, and the Exchange Offer Memorandum is not for distribution in the United States or to or for the account or benefit of any U.S. person (as defined under Regulation S). The Exchange Offer Memorandum is not an offer of securities for sale in the United States or to or for the account or benefit of any U.S. person (as defined under Regulation S) or any other jurisdiction where it is unlawful to offer such securities, including the New Notes and any guarantees with respect thereto, for sale. Securities may not be offered, sold or delivered in the United States absent registration or an exemption from registration. The New Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to or for the account or benefit of any U.S. person.


Summary of Terms of The Exchange Offer


Upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum, the Company is offering to exchange any and all of its outstanding Existing Notes for the Exchange Consideration.


Eligible Holders of the Existing Notes validly accepted and exchanged in the Exchange Offer will, from and including the Settlement Date, waive any and all rights with respect to the Existing Notes (other than the right to receive the relevant components of the applicable Exchange Consideration) and will release and discharge the Company from any and all claims such holder may have, now or in the future, arising out of or related to such Existing Notes, including any and all accrued and unpaid interest thereon.


Existing Notes accepted pursuant to the Exchange Offer will be exchanged on the Settlement Date and will subsequently be cancelled.


Exchange Consideration


For each US$1,000 principal amount of outstanding Existing Notes that is validly tendered prior to the Exchange Expiration Deadline and accepted for exchange, an Eligible Holder of the Existing Notes will receive the consideration below:


(A) US$1,000 in aggregate principal amount of the New Notes;


(B) Accrued Interest (rounded to the nearest US$0.01, with US$0.005 rounded upwards); and


(C) subject to the requirement that any New Notes issued to any Eligible Holder be in a minimum principal amount of US$150,000 and integral multiples of US$1 in excess thereof, in the event that such Eligible Holder is entitled to receive any New Notes in a principal amount that is not an integral multiple of US$1, cash (rounded to the nearest US$0.01, with US$0.005 rounded upwards) in lieu of any fractional amount of the New Notes equal to the principal amount of the New Notes not issued (after rounding downward the amount of the New Notes to the nearest multiple of US$1,000).


Interest Rate


The New Notes will bear interest at the rate of 9.5% per annum.


Accrued Interest


The Existing Notes bear interest at the rate of 7.5% per annum. Accrued and unpaid interest on the Existing Notes validly tendered and accepted for exchange, up to but not including the Settlement Date, will be payable in cash. The Accrued Interest is expected to be funded by the Company’s internal funds."

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