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THETA CAPITAL PTE. LTD. - Offer to Purchase - 8.125% Snr Notes due 2025 & 6.75% Snr Notes due 2026

Theta Capital PTE LTD launches concurant Tender Offers across its 8.125% and 6.75% Senior Notes


06 MARCH 2023


Full annoncements are available via the SGX - 8.125% Offer and 6.75% Offer.


8.125% Offer to Purchase


"SINGAPORE, March 6, 2023 – Theta Capital Pte. Ltd. (the “Issuer”) hereby announces that it has commenced an invitation to eligible holders of its outstanding 8.125% Senior Notes due 2025 (Common Code: 209927373; ISIN: XS2099273737) (the “Notes” and each eligible holder, an “Eligible Holder”) to tender their Notes for purchase for cash an aggregate principal amount of the Notes validly tendered pursuant to the Offer that it can purchase, subject to the Maximum Acceptance Amount (as defined below) (the “Offer”). Concurrently, by way of, and subject to the terms contained in, an offer to purchase dated the date hereof, the Issuer has offered to purchase for cash an aggregate principal amount of its outstanding 6.75% Senior Notes due 2026 (the “2026 Notes”), subject to the Maximum Acceptance Amount (the “2026 Notes Offer”). The Issuer will purchase a maximum aggregate principal amount of Notes (excluding the Accrued Interest (as defined in the OTP)) and 2026 Notes (excluding any accrued but unpaid interest) that it can purchase for US$50,000,000 (the “Maximum Acceptance Amount”). The Issuer will determine, in its sole discretion, the allocation of the Maximum Acceptance Amount between the Offer and the 2026 Notes Offer. The Issuer expects to fund the Offer and the 2026 Notes Offer using internal cash and net proceeds from the Credit Facility (as defined in the OTP)."



...


6.75% Offer to Purchase


"SINGAPORE, March 6, 2023 – Theta Capital Pte. Ltd. (the “Issuer”) hereby announces that it has commenced an invitation to eligible holders of its outstanding 6.75% Senior Notes due 2026 (Common Code: 150608511; ISIN: XS1506085114) (the “Notes” and each eligible holder, an “Eligible Holder”) to tender their Notes for purchase for cash an aggregate principal amount of the Notes validly tendered pursuant to the Offer that it can purchase, subject to the Maximum Acceptance Amount (as defined below) (the “Offer”). Concurrently, by way of, and subject to the terms contained in, an offer to purchase dated the date hereof, the Issuer has offered to purchase for cash an aggregate principal amount of its outstanding 8.125% Senior Notes due 2025 (the “2025 Notes”), subject to the Maximum Acceptance Amount (the “2025 Notes Offer”). The Issuer will purchase a maximum aggregate principal amount of Notes (excluding the Accrued Interest (as defined in the OTP)) and 2025 Notes (excluding any accrued but unpaid interest) that it can purchase for US$50,000,000 (the “Maximum Acceptance Amount”). The Issuer will determine, in its sole discretion, the allocation of the Maximum Acceptance Amount between the Offer and the 2025 Notes Offer. The Issuer expects to fund the Offer and the 2025 Notes Offer using internal cash and net proceeds from the Credit Facility (as defined in the OTP)."




 

**PREVIOUS OFFERS BY THETA CAPITAL PTE. LTD ARE BELOW**

 

03 FEBRUARY 2023


Full announcement available via SGX. and SGX2 (two separate announcements).


"Expiration Time Results

US$405,000,000 8.125% Senior Notes due 2025 (ISIN: XS2099273737)


Tender Offer


The Issuer confirms the expiration of the Offer at 4:00 pm London time on February 1, 2023 (the “Expiration Time”) and has decided to accept for purchase all Notes validly tendered, being US$116,262,000 in aggregate principal amount of the Notes. Following the settlement of the Offer, Notes in an aggregate principal amount of US$288,738,000 (71.29% of the principal amount of the Notes outstanding as of the Expiration Time) will remain outstanding. The Offer Settlement Date is expected to be February 10, 2023.


The consideration for each US$1,000 principal amount of Notes validly tendered at or prior to the Early Offer and Consent Deadline and accepted for purchase pursuant to the Offer shall be a price equal to the amount of US$870 per US$1,000 principal amount of Notes plus accrued and unpaid interest from, and including, the last interest payment date to, but not including, the Offer Settlement Date (the “Accrued Interest”) (the “Early Tender Consideration”). The consideration for each US$1,000 principal amount of Notes validly tendered after the Early Offer and Consent Deadline and at or prior to the Expiration Time and accepted for purchase pursuant to the Offer shall be a price equal to the amount of US$840 per US$1,000 principal amount of Notes plus Accrued Interest (the “Late Tender Consideration”).


The Early Tender Consideration or the Late Tender Consideration, as applicable, payable to Eligible Holders for such Notes in each Clearing Systems will be paid, in immediately available funds, on the Offer Settlement Date to such Clearing Systems for payment to the cash accounts of the relevant Eligible Holders in such Clearing System. The payment of such aggregate amounts to the Clearing Systems will discharge the obligation of the Issuer to all such Eligible Holders in respect of the payment of the Early Tender Consideration or the Late Tender Consideration, as applicable.


Provided the Issuer makes, or has made on its behalf, full payment of the Early Tender Consideration or the Late Tender Consideration, as applicable, for all Notes accepted for purchase pursuant to the Offer to the Clearing Systems on or before the Offer Settlement Date, under no circumstances will any additional interest be payable to an Eligible Holder because of any delay in the transmission of funds from the relevant Clearing System or any other intermediary with respect to such Notes of that Eligible Holder.


Since the aggregate principal amount of Notes validly tendered by Eligible Holders is less than the Maximum Acceptance Amount, the Issuer expects to accept for purchase all Notes validly tendered after the Early Offer and Consent Deadline (as defined below) and at or prior to the Expiration Time without proration.


Consent Solicitation


The Issuer confirms the expiration of the Consent Solicitation and the Concurrent Consent Solicitation and confirms that, as of the Expiration Time, it has received valid consents, including deemed consents, from holders of the Notes of not less than a majority in aggregate principal amount of Notes. Holders who validly delivered their Consents (i) at or prior to 4:00 pm London time on January 20, 2023 (the “Early Offer and Consent Deadline”) will receive a cash payment equal to US$5.00 per US$1,000 principal amount of Notes or (ii) after the Early Offer and Consent Deadline and at or prior to the Expiration Time will receive a cash payment equal to US$1.00 per US$1,000 principal amount of Notes, in each case, which will be paid on or about February 6, 2023 (the “Consent Settlement Date”).


...


"Expiration Time Results

US$417,030,000 6.75% Senior Notes due 2026 (ISIN: XS1506085114)


Tender Offer


The Issuer confirms the expiration of the Offer at 4:00 pm London time on February 1, 2023 (the “Expiration Time”) and has decided to accept for purchase all Notes validly tendered, being US$108,466,000 in aggregate principal amount of the Notes. Following the settlement of the Offer, Notes in an aggregate principal amount of US$308,564,000 (73.99% of the principal amount of the Notes outstanding as of the Expiration Time) will remain outstanding. The Offer Settlement Date is expected to be February 10, 2023.


The consideration for each US$1,000 principal amount of Notes validly tendered at or prior to the Early Offer and Consent Deadline and accepted for purchase pursuant to the Offer shall be a price equal to the amount of US$770 per US$1,000 principal amount of Notes plus accrued and unpaid interest from, and including, the last interest payment date to, but not including, the Offer Settlement Date (the “Accrued Interest”) (the “Early Tender Consideration”). The consideration for each US$1,000 principal amount of Notes validly tendered after the Early Offer and Consent Deadline and at or prior to the Expiration Time and accepted for purchase pursuant to the Offer shall be a price equal to the amount of US$740 per US$1,000 principal amount of Notes plus Accrued Interest (the “Late Tender Consideration”).


The Early Tender Consideration or the Late Tender Consideration, as applicable, payable to Eligible Holders for such Notes in each Clearing Systems will be paid, in immediately available funds, on the Offer Settlement Date to such Clearing Systems for payment to the cash accounts of the relevant Eligible Holders in such Clearing System. The payment of such aggregate amounts to the Clearing Systems will discharge the obligation of the Issuer to all such Eligible Holders in respect of the payment of the Early Tender Consideration or the Late Tender Consideration, as applicable.


Provided the Issuer makes, or has made on its behalf, full payment of the Early Tender Consideration or the Late Tender Consideration, as applicable, for all Notes accepted for purchase pursuant to the Offer to the Clearing Systems on or before the Offer Settlement Date, under no circumstances will any additional interest be payable to an Eligible Holder because of any delay in the transmission of funds from the relevant Clearing System or any other intermediary with respect to such Notes of that Eligible Holder.


Since the aggregate principal amount of Notes validly tendered by Eligible Holders is less than the Maximum Acceptance Amount, the Issuer expects to accept for purchase all Notes validly tendered after the Early Offer and Consent Deadline (as defined below) and at or prior to the Expiration Time without proration


Consent Solicitation


The Issuer confirms the expiration of the Consent Solicitation and the Concurrent Consent Solicitation and confirms that the Extraordinary Resolutions approving the Proposed Waivers and Amendments were duly passed at the Meeting of Holders held on February 2, 2023. At the Meeting of Holders, two or more persons who acted as representatives of Holders and together holding or representing in the aggregate more than 66⅔% principal amount of the Notes presently outstanding were present, and of those an aggregate principal amount representing more than 66⅔% of the votes cast, voted in favour of the Extraordinary Resolutions. Accordingly, the Extraordinary Resolutions have been duly passed. Holders who validly delivered their voting instructions in favour of the Extraordinary Resolutions (i) at or prior to 4:00 pm London time on January 20, 2023 (the “Early Offer and Consent Deadline”) will receive a cash payment equal to US$5.00 per US$1,000 principal amount of Notes or (ii) after the Early Offer and Consent Deadline and at or prior to the Expiration Time will receive a cash payment equal to US$1.00 per US$1,000 principal amount of Notes, in each case, which will be paid on or about February 6,2023 (the “Consent Settlement Date”)."

 

Theta Capital Pte. Ltd. announces a Tender and Consent Offer Early Offer and Consent results XS2099273737 and XS1506085114.


24 JANUARY 2023


Full announcement available via SGX. Two separate announcements.



XS2099273737


"The Issuer hereby announces that the Early Offer and Consent Deadline expired at 4:00

p.m., London time, on January 20, 2023 and confirms that, as of the Early Offer and Consent

Deadline, holders of Notes had validly tendered at or prior to the Early Offer and Consent Deadline

US$116,262,000 in aggregate principal amount of the Notes, being 28.71% of the aggregate

outstanding principal amount of the Notes. In addition, the Issuer confirms that, as of the Early

offer and Consent Deadline, it has received valid consents, or deemed consents, from holders of

the Notes of not less than a majority in aggregate principal amount of Notes."


...


XS1506085114


"The Issuer hereby announces that the Early Offer and Consent Deadline expired at 4:00

p.m., London time, on January 20, 2023 and confirms that, as of the Early Offer and Consent

Deadline, holders of Notes had validly tendered at or prior to the Early Offer and Consent Deadline

US$107,966,000 in aggregate principal amount of the Notes, being 25.89% of the aggregate

outstanding principal amount of the Notes. In addition, the Issuer confirms that, as of the Early

offer and Consent Deadline, the quorum required at the Meeting of Holders has been obtained and

it has received voting instructions from holders of the Notes of more than 66⅔ in aggregate

principal amount of Notes in favour of the extraordinary resolutions in respect of the Proposed

Waiver and Amendments."

 

See also...


Theta Capital Pte. Ltd. announces a Tender and Consent Offer to eligible holders of its outstanding 8.125% Senior Notes due 2025 (XS1506085114)


11 JANUARY 2023


Full announcement available via SGX.

 

Theta Capital Pte. Ltd. announces a Tender and Consent Offer to eligible holders of its outstanding 8.125% Senior Notes due 2025 (XS2099273737)


11 JANUARY 2023


Full announcement available via SGX.


"SINGAPORE, January 11, 2023 – Theta Capital Pte. Ltd. (the “Issuer”) hereby announces that it has commenced an invitation to eligible holders of its outstanding 8.125% Senior Notes due 2025 (Common Code: 209927373; ISIN: XS2099273737) (the “Notes” and each eligible holder, an “Eligible Holder”) to tender their Notes for purchase for cash up to an aggregate principal amount of the Notes that it can purchase for an amount equal to all or part of the net proceeds of the Credit Facility (as defined in the OTP referred to below) (the “Offer”).


Concurrently with the Offer, the Issuer is also soliciting consents from all Eligible Holders (the “Consent Solicitation”) for a waiver to, and an amendment of (the “Proposed Waivers and Amendments”), certain provisions of the indenture dated as of January 22, 2020, as amended and supplemented by the first supplemental indenture dated as of October 16, 2020 (the “Indenture”) governing the Notes, unconditionally guaranteed by PT Lippo Karawaci Tbk. (the “Company”), PT Sentra Dwimandiri (“Sentra”), PT Wisma Jatim Propertindo (“Wisma”), PT Megapratama Karya Persada (“Mega”) and PT Primakreasi Propertindo (“Prima”, and together with Sentra, Wisma and Mega, the “Subsidiary Guarantors”).


In conjunction with the Offer and the Consent Solicitation, the Issuer is concurrently soliciting consents from all holders of any and all of the outstanding Notes to the Proposed Waivers and Amendments (the “Concurrent Consent Solicitation”).


The Offer and the Consent Solicitation are made on the terms and subject to the conditions set forth in the offer to purchase and consent solicitation memorandum dated January 11, 2023 (the “OTP”). The Concurrent Consent Solicitation is made on the terms and subject to the conditions set forth in the consent solicitation statement dated January 11, 2023 (the “CSS”). As of January 11, 2023, the aggregate principal amount of the Notes outstanding was

US$405,000,000."


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