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New Momentum International Limited - Exchange Offer - Completion

(1) COMPLETION OF THE EXCHANGE OFFER IN RELATION TO OUTSTANDING GURANTEED BONDS US$88,000,000 8.50 PER CENT. GUARANTEED BONDS DUE 2023 (THE “EXISTING BONDS”) (ISIN: XS2358337868, COMMON CODE: 235833786) AND (2) ISSUANCE OF THE NEW BONDS US$87,600,000 8.50 PER CENT. GUARANTEED BONDS DUE 2024 (THE “BONDS”) (ISIN: XS2635637940, COMMON CODE: 263563794)

28 JUNE 2023


Full announcement including disclaimers and offer restrictions available via HKEX (Source: New Momentum Intl. Ltd.)


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"COMPLETION OF THE EXCHANGE OFFER


The Issuer and the Guarantor are pleased to announce that on 27 June 2023, all conditions precedent to the Exchange Offer have been fulfilled, and the Exchange Offer has been completed. As at 4:00 p.m. (London time) on 21 June 2023, US$87,600,000 of the Existing Bonds, representing 99.55 per cent. of the outstanding principal amount of the Existing Bonds, have been validly tendered for exchange and accepted pursuant to the Exchange Offer. On 27 June 2023, the Issuer and the Guarantor delivered US$87,600,000 in principal amount of the Bonds and US$3,660,949.98 in cash in full satisfaction of the Exchange Consideration to Eligible Holders whose Existing Bonds had been validly tendered and accepted for exchange. The Existing Bonds validly tendered by Eligible Holders and accepted for exchange in the Exchange Offer were cancelled on 28 June 2023 and US$400,000 in aggregate principal amount of the Existing Bonds remain outstanding. 2 The Bonds will mature on 25 June 2024, unless previously redeemed, or purchased and cancelled pursuant to the terms thereof. The Bonds will bear interest at 8.50 per cent. per annum, payable in arrear on 27 December 2023 and 25 June 2024. The Bonds are expected to be listed on the the Hong Kong Stock Exchange on or around 28 June 2023."


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NEW MOMENTUM INTERNATIONAL LIMITED - EXCHANGE OFFER FOR THE MINIMUM ACCEPTANCE AMOUNT OF THE OUTSTANDING 8.50 PER CENT.GUARANTEED BONDS DUE 2023 (ISIN: XS2358337868; COMMON CODE: 235833786) - RESULTS

22 JUNE 2023


Full announcement including disclaimers and offer restrictions available via HKEX (Source: New Momentum Intl. Ltd.)


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"RESULTS OF THE EXCHANGE OFFER


The Issuer and the Guarantor are pleased to announce that the Minimum Acceptance Amount in respect of the Existing Bonds has been satisfied as at the date of this announcement. As at 4:00 p.m. (London time) on 21 June 2023, US$87,600,000 of the Existing Bonds, representing 99.55 per cent. of the outstanding principal amount of the Existing Bonds, have been validly tendered for exchange and accepted pursuant to the Exchange Offer. Subject to the terms and conditions of the Exchange Offer, the Issuer and the Guarantor will accept such Existing Bonds for exchange in full with no pro rata scaling.


Other terms and conditions of the Exchange Offer remain the same as announced in the Announcement. Eligible Holders should note that the issuance of the Bonds under the Exchange Offer remains subject to the fulfillment or waiver of the conditions to the Exchange Offer."


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"PROPOSED SETTLEMENT OF THE EXCHANGE OFFER


On or around 27 June 2023 (the “Settlement Date”), the Issuer and the Guarantor will deliver US$87,600,000 in aggregate principal amount of the Bonds and US$3,660,949.98 in cash in full satisfaction of the Exchange Consideration to Eligible Holders whose Existing Bonds have been validly tendered and accepted for exchange. The Existing Bonds validly tendered by Eligible Holders and accepted for exchange in the Exchange Offer will be cancelled on the Settlement Date. Following the Settlement Date, US$400,000 in aggregate principal amount of the Existing Bonds will remain outstanding."


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NEW MOMENTUM INTERNATIONAL LIMITED - EXCHANGE OFFER FOR THE MINIMUM ACCEPTANCE AMOUNT OF THE OUTSTANDING 8.50 PER CENT.GUARANTEED BONDS DUE 2023 (ISIN: XS2358337868; COMMON CODE: 235833786)

14 JUNE 2023


Full announcement including disclaimers and offer restrictions available via HKEX (Source: New Momentum Intl. Ltd.)



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"Introduction


On the date of this announcement, the Issuer and the Guarantor commenced the offer to exchange (the “Exchange Offer”) at least US$79,200,000, or 90 per cent. of the outstanding principal amount of the Existing Bonds (the “Minimum Acceptance Amount”) held by Eligible Holders upon the terms and subject to the conditions set forth in the exchange offer memorandum dated 14 June 2023 (the “Exchange Offer Memorandum”).


The Exchange Offer will expire at 4:00 p.m., London time on 21 June 2023 unless extended or earlier terminated at the sole discretion of the Issuer and the Guarantor (such date and time, as the same may be extended, the “Expiration Deadline”). An appropriate announcement will be made if and when the applicable deadline is extended or earlier terminated."


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"Purpose of the Exchange Offer


The purpose of the Exchange Offer is to improve the Group’s liquidity position and extend maturity of the Existing Bonds. The Exchange Offer is conducted as part of the Group’s broader strategy to improve the overall financial condition of the Group, extend its debt maturity profile, strengthen its balance sheet and improve cash flow management. The Issuer and the Guarantor expressly reserve their absolute right, at their sole discretion, from time to time redeem or purchase any Existing Bonds that remain outstanding after the consummation or termination of the Exchange Offer through open market or privately negotiated transactions, one or more tender offers or additional exchange offers or otherwise, on terms that may differ from the Exchange Offer and could be for cash or other consideration."


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