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

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

03 JULY 2024

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

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"BACKGROUND

On 11 June 2024, the Issuers announced the invitation to (i) the Eligible Holders of the outstanding Notes to tender the Notes for purchase by Issuer A and Issuer B for cash at the respective Purchase Price plus the Accrued Interest; and (ii) to Holders of the Target Securities to approve the Proposed Amendments contained in the Tender Offer and Consent Solicitation Memorandum.

RESULTS OF THE TENDER OFFERS

The boards of directors of each of the relevant Issuers announce that:

-as at the Tender and Voting Deadline, (i) US$10,980,000 in aggregate principal amount of the 2024 Notes; (ii) US$11,460,000 in aggregate principal amount of the March 2025 Notes; (iii) US$10,160,000 in aggregate principal amount of the September 2025 Notes; (iv) US$12,250,000 in aggregate principal amount of the January 2026 Notes; and (v) US$4,745,000 in aggregate principal amount of the July 2026 Notes, have been validly tendered pursuant to the Tender Offers;

-as the aggregate principal amount of each Series of Notes validly tendered pursuant to the Tender Offers is less than the applicable Maximum Acceptance Amount in respect of each Series of Notes, the Issuers have decided to accept for purchase all the Notes that have been validly tendered pursuant to the Tender Offers; and

-the aggregate tender consideration to be paid on the Settlement Date by Issuers A and B (being the actual cash amounts used as the 2024 Notes Tender Consideration and the Other Notes Tender Consideration) is US$18,840,846.86. For the avoidance of doubt, such total amount payable includes the relevant Accrued Interest but does not take into account any Consent Fees payable in respect of the Notes tendered.

RESULTS OF THE CONSENT SOLICITATIONS

The boards of directors of each of the Issuers announce that the Meetings were quorate and validly held on 3 July 2024, and that (i) each of the Extraordinary Resolutions as set out in the notice of meeting of each of the Notes were duly passed at the relevant Meeting; and (ii) the relevant Consent Conditions with respect to such Series of Target Securities were satisfied.

As such, the Supplemental Trust Deeds are expected to be executed by the relevant parties on or around 16 July 2024 (but the provisions implementing the Proposed Amendments shall only become operative upon receipt by the relevant trustee of a notification confirming that all the conditions precedent to the effectiveness of such Proposed Amendments (including the satisfaction of the Tender Consummation Condition) have been satisfied and the payment of the Consent Fee and any Ineligible Holder Payment on the Settlement Date.

Subject to the satisfaction of the relevant conditions as set out in the Tender Offer and Consent Solicitation Memorandum, the Issuers will pay the Consent Fee and the Ineligible Holder Payment on the Settlement Date."

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RKPF Overseas (A) LImited and RKPF Overseas (E) Limited - Clarifications on the Tender Offers - XS2057076387 - XS2127855711 - XS2223762209 - XS2281039771 - XS2356173406 - XS2079096884

24 JUNE 2024

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

See link for full details.

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RKPF Overseas (A) LImited and RKPF Overseas (E) Limited - Clarifications on cash proceeds from asset disposal and available resources on hand - Clarifications on negotiations with offshore lenders on potential loan extension - Tender Offers and Consent Solicitations - XS2057076387 - XS2127855711 - XS2223762209 - XS2281039771 - XS2356173406 - XS2079096884

20 JUNE 2024

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

See link for full details.

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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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