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RKPF Overseas Limited - Tender Offer & Consent Solicitation 2024 (XS) - Launch

RKPF Overseas (A) LImited and RKPF Overseas (E) Limited - Tender Offers and Consent Solicitations - XS2057076387 - XS2127855711 - XS2223762209 - XS2281039771 - XS2356173406 - XS2079096884

11 JUNE 2024


Full announcement including disclaimers and offer restrictions available via Hong Kong Exchange and Clearing Company Limited


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TENDER OFFERS FOR PURCHASE OF 6.7% GUARANTEED SENIOR NOTES DUE 2024

(ISIN/COMMON CODE: XS2057076387/205707638) (THE “2024 NOTES”)

5.9% GUARANTEED SENIOR NOTES DUE 2025

(ISIN/COMMON CODE: XS2127855711/212785571) (THE “MARCH 2025 NOTES”)

6.0% GUARANTEED SENIOR NOTES DUE 2025

(ISIN/COMMON CODE: XS2223762209/222376220) (THE “SEPTEMBER 2025 NOTES”)

5.2% GUARANTEED SENIOR NOTES DUE 2026

(ISIN/COMMON CODE: XS2281039771/228103977) (THE “JANUARY 2026 NOTES”)

5.125% GUARANTEED SENIOR NOTES DUE 2026

(ISIN/COMMON CODE: XS2356173406/235617340) (THE “JULY 2026 NOTES”)

AND

CONSENT SOLICITATIONS FOR

THE 2024 NOTES, MARCH 2025 NOTES, SEPTEMBER 2025 NOTES, JANUARY 2026 NOTES, JULY 2026 NOTES AND 7.75% SENIOR GUARANTEED PERPETUAL CAPITAL SECURITIES (ISIN/COMMON CODE: XS2079096884/207909688) (THE “2019 PERPETUAL SECURITIES”)



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"Background and Purpose of the Tender Offers and the Consent Solicitations


Issuer A and Issuer B, being wholly-owned subsidiaries of the Company, are inviting Eligible Holders of the Series of Notes to tender their Notes for purchase by the relevant Issuer for cash, pursuant to the Tender Offers, as described below. In addition to the Tender Offers, Eligible Holders are invited to approve certain amendments of certain terms and conditions of each Series of Target Securities (as more particularly described below). Such amendments are subject to the passing of Extraordinary Resolutions and certain other conditions, as described below. The Group is committed to mitigating the effects of the adverse market conditions, and strives to meet its financial commitments by prudently utilising its existing financial resources. As part of these efforts, the Group is conducting the Tender Offers and the Consent Solicitations. The Group believes the Tender Offers and the Consent Solicitations, if successful, will extend its debt maturity profile and improve its overall financial condition, which would be in the interests of all its stakeholders, including the holders of the Target Securities."


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The Tender Offers


Eligible Holders of the Series of Notes are invited by Issuer A and Issuer B to tender their Notes for purchase by Issuer A (in respect of the 2024 Notes, March 2025 Notes and September 2025 Notes) and Issuer B (in respect of the January 2026 Notes and July 2026 Notes) for cash at the respective Purchase Price, up to the relevant Maximum Acceptance Amount. In addition to the Purchase Price, each of Issuer A and Issuer B will also pay the Accrued Interest in respect of the Notes accepted for purchase by it pursuant to the Tender Offers.


The table below summarises certain terms of the Tender Offers:




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"The Consent Solicitations


Holders of the Target Securities are invited by the Issuers to submit instructions to vote in respect of the Extraordinary Resolutions to approve the Proposed Amendments at meetings of each Series of Target Securities being convened to be held starting at 11:00 a.m. (Hong Kong time) on 3 July 2024. The Consent Solicitations are made on the terms and subject to the conditions contained in the Tender Offer and Consent Solicitation Memorandum. Any Eligible Holders of the Notes who have submitted a valid tender instruction to participate in the Tender Offers at or prior to the Tender and Voting Deadline shall be deemed to have voted in favour of the Extraordinary Resolutions with respect to all their Notes that are tendered, regardless of whether or not such tenders are accepted or not and, subject to the satisfaction of the conditions (as described below), will be eligible to receive the Consent Fee.


The Proposed Amendments relating to the terms and conditions of the Target Securities pursuant to the Consent Solicitations (full terms of which are contained in the Tender Offer and Consent Solicitation Memorandum) are summarised as follows:


In respect of the Notes


(a) Extension of the maturity date of the Notes;

(b) Inclusion of early repayment and amortisation payment provisions;

(c) Mandatory repurchase or redemption in relation to Specified Assets; and

(d) Certain amendments to the covenants of the Notes (except to the July 2026 Notes) to align with the covenants package of the July 2026 Notes.


In respect of the 2019 Perpetual Securities


(e) Amendment of the reset date for the initial distribution rate of the 2019 Perpetual Securities from 18 November 2024 to 18 May 2028;

(f) Certain amendments to the covenants of the 2019 Perpetual Securities to align with the covenants package of the July 2026 Notes except for certain carveouts in relation to the Specified Assets; and

(g) Certain amendments to the Qualifying Amendments Condition.


In respect of the Consent Solicitations, instructions may only be submitted in the minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof.


The Consent Solicitations commenced on 11 June 2024. The deadline for receipt by the Information, Tender and Tabulation Agent of instructions from Holders wishing to vote in respect of the Extraordinary Resolutions is the Expiration Time, i.e., 4.00 p.m. (London time) on 28 June 2024, unless extended, re-opened or terminated as provided in the Tender Offer and Consent Solicitation Memorandum.


Consent Fee and Ineligible Holder Payment


Subject to (i) all Holder meetings in respect of each Series of Target Securities being quorate and validly held, (ii) all Extraordinary Resolutions with respect to each Series of Target Securities being approved by the requisite majority at the relevant Holder meetings, (iii) the Consent Conditions with respect to each Series of Target Securities being satisfied, (iv) the relevant documents with respect to each Series of Target Securities to effect the relevant Proposed Amendments being executed and (v) (in the case of the Consent Solicitations for the Notes only) the satisfaction of the Tender Consummation Condition, the relevant Issuers will make a cash payment of the relevant Fee on the Settlement Date.


To be eligible to receive the relevant Fee, instructions to vote in favour of the relevant Extraordinary Resolutions (including tender instructions) must be received by the Information, Tender and Tabulation Agent through the clearing systems at or prior to the Expiration Time. No Fee will be paid if the relevant Extraordinary Resolution is not approved or if the Consent Conditions are not satisfied. Holders will not be eligible for the relevant Fee if they (i) appoint a proxy other than the Information, Tender and Tabulation Agent (or its representatives) to attend and vote at the relevant Holder meetings; (ii) attend, or seek to attend, or make any other arrangement to be represented at the relevant Holder meetings (other than by way of their instructions in favour of the relevant Extraordinary Resolution); (iii) submit an instruction against the relevant Extraordinary Resolution or do not submit an instruction at or prior to the Expiration Time; or (iv) unblock their Target Securities before the time of settlement on the Settlement Date."


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