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Oxley MTN PTE LTD - Exchange Offer - Closing Announcement

ANNOUNCEMENT IN CONNECTION WITH THE EXCHANGE OFFER EXERCISE BY OXLEY MTN PTE. LTD. (THE “ISSUER”) IN RESPECT OF THE OUTSTANDING S$75,000,000 6.50 PER CENT. NOTES DUE 2023 COMPRISED IN SERIES 003 (ISIN: SGXF29896317; COMMON CODE: 212783382) (THE “EXISTING NOTES”) ISSUED BY THE ISSUER PURSUANT TO THE U.S.$1,000,000,000 GUARANTEED EURO MEDIUM TERM NOTE PROGRAMME OF THE ISSUER UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY OXLEY HOLDINGS LIMITED


"Reference is made to the announcements issued by the board of directors (the “Board”) of Oxley Holdings Limited (the “Company”) on 6 February 2023, 17 February 2023 and 20 February 2023 (the “Announcements”). Capitalised or other terms used but not defined herein shall, unless the context otherwise requires, have the meanings as set out in the Announcements.


The Board of the Company wishes to announce that the Issuer has today issued S$104,500,000 in principal amount of fixed rate notes due 2023 (the “Series 005 Notes”) under the Programme, comprising S$44,000,000 in aggregate principal amount of New Notes issued pursuant to the Invitation and S$60,500,000 in aggregate principal amount of additional New Notes issued as part of the Additional New Issue.


The Series 005 Notes will be unconditionally and irrevocably guaranteed (the “Guarantee”) by the Company. The Series 005 Notes will bear interest at 7.50 per cent. per annum payable on its maturity date on 24 August 2023.


The net proceeds from the issue of the additional New Notes pursuant to the Additional New Issue are presently intended to be used for general corporate purposes, including the refinancing of borrowings and working capital and capital expenditure requirements of the Group and the Group’s joint venture entities and associated entities. The proceeds from the issue of the additional New Notes may also be used to repay the Group's existing indebtedness to banks and financial institutions (which may include one of the Joint Bookrunners).


Approval in-principle has been received from the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing and quotation of the Series 005 Notes on the SGX-ST. Such permission will be granted when the Series 005 Notes have been admitted for listing and quotation on the SGX-ST.


The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in-principle from, admission to the Official List of, and the listing and quotation of the Series 005 Notes on, the SGX-ST are not to be taken as an indication of the merits of the Company, the Issuer, their respective subsidiaries, their respective joint ventures, their respective associated companies (if any), the Programme and/or the Series 005 Notes.


The Series 005 Notes are expected to be listed on the SGX-ST on 27 February 2023.


The Board of the Company wishes to announce that S$44,000,000 in aggregate principal amount of the Offered Notes have been cancelled today in accordance with the terms and conditions of the Existing Notes. Following such cancellation, the aggregate principal amount of the Existing Notes outstanding is S$31,000,000."

 

ANNOUNCEMENT OF RESULTS IN CONNECTION WITH THE EXCHANGE OFFER EXERCISE BY OXLEY MTN PTE. LTD. (THE “ISSUER”) IN RESPECT OF THE OUTSTANDING S$75,000,000 6.50 PER CENT. NOTES DUE 2023 COMPRISED IN SERIES 003 (ISIN: SGXF29896317; COMMON CODE: 212783382) (THE “EXISTING NOTES”) ISSUED BY THE ISSUER PURSUANT TO THE U.S.$1,000,000,000 GUARANTEED EURO MEDIUM TERM NOTE PROGRAMME OF THE ISSUER UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY OXLEY HOLDINGS LIMITED



"The Board of the Company wishes to announce that its wholly-owned subsidiary, the Issuer, does not intend to extend the Expiration Deadline or re-open the Invitation. Accordingly, the Invitation has expired as at 12.00 p.m. (Singapore time) on 17 February 2023.


The Board of the Company also wishes to announce that S$44,000,000 in aggregate principal amount of the Existing Notes have been validly or, subject to the sole and absolute discretion of the Issuer to waive any factor rendering an offer invalid, otherwise offered for exchange pursuant to the Invitation (the “Offered Notes”), and that such Offered Notes have been accepted for exchange by the Issuer on the terms and conditions set forth in the Exchange Offer Memorandum.


The Settlement Date of the Offered Notes accepted for exchange by the Issuer is expected to be on or about 24 February 2023.


The record date of the Existing Notes in respect of (i) the interest period from (and including) 28 August 2022 to (but excluding) 28 February 2023 and (ii) the payment of principal due on 28 February 2023 has been set at 24 February 2023."

 

EXCHANGE OFFER BY OXLEY MTN PTE. LTD. (THE “ISSUER”) IN RESPECT OF THE OUTSTANDING S$75,000,000 6.50 PER CENT. NOTES DUE 2023 COMPRISED IN SERIES 003 (ISIN: SGXF29896317; COMMON CODE: 212783382) (THE “EXISTING NOTES”) ISSUED BY THE ISSUER PURSUANT TO THE U.S.$1,000,000,000 GUARANTEED EURO MEDIUM TERM NOTE PROGRAMME OF THE ISSUER UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY OXLEY HOLDINGS LIMITED


06 FEBRUARY 2023


Full announcement available via SGX.


The board of directors (the “Board”) of Oxley Holdings Limited (the “Guarantor”) wishes to announce that the Guarantor’s wholly-owned subsidiary, the Issuer has today commenced an invitation (the “Invitation”) to the holders of the Existing Notes (collectively, the “Noteholders”) to offer to exchange (“Offer to Exchange” and “Offers to Exchange”, “Exchange Offer”, “Offered to Exchange” and “Offering to Exchange” shall be construed accordingly) any and all of the outstanding Existing Notes for a like principal amount of Singapore dollar-denominated fixed rate notes due 2023 (the “New Notes”), subject to the terms and conditions of the exchange offer memorandum dated 6 February 2023 (the “Exchange Offer Memorandum”).
The decision whether to accept any and all Offers to Exchange from Noteholders is solely and absolutely at the discretion of the Issuer. The Issuer may at its sole and absolute discretion decide not to accept Offers to Exchange for any reason whatsoever. In addition, the Issuer may, at its sole and absolute discretion, accept any Offers to Exchange made after the Expiration Deadline without extending the Expiration Deadline.
Capitalised or other terms used but not defined herein shall, unless the context otherwise requires, have the meaning as set out in the Exchange Offer Memorandum.

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"Background to the Invitation


Given the impending redemption of the Existing Notes, the Issuer has received interest from major Noteholders who would like to extend their bond investment and remain invested in the Group. Hence, on the back of such investor interest, the Issuer invites all Noteholders (subject to the offer restrictions contained in the Exchange Offer Memorandum) to exchange their Existing Notes for New Notes pursuant to the Invitation.


In addition to any acceptance by the Issuer of any Offer to Exchange pursuant to the Invitation and subject to market conditions, the Issuer may (over and above the New Notes to be issued

as part of the Exchange Consideration) issue and offer for sale additional New Notes to investors (regardless of whether they are Noteholders).


The New Notes to be issued as part of the Exchange Consideration and the additional New Notes to be issued pursuant to the Additional New Issue (if any) will be fungible and shall consolidate into the same series."


...


Summary of the salient terms of the Invitation and the proposed issue of the New Notes



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