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Xinjiang Transportation - Tender & Consent - Results

Results of the Offer and the Consent Solicitation in respect of the U.S.$70,000,000 5.80 per cent. Bonds due 2025 (the “Bonds”) (Stock Code: 5304)


19 APRIL 2023


Full announcement including disclaimers and offer restrictions available via HKEX


"RESULTS OF THE OFFER


The Offer expired at 6:00 p.m. (Hong Kong time) on 18 April 2023 (the “Expiration Deadline”). The Issuer accordingly announces that:


(i) as at the Expiration Deadline, U.S.$60,000,000 in aggregate principal amount of the Bonds have been validly tendered pursuant to the Offer;


(ii) the Issuer has accepted for purchase U.S.$60,000,000 in aggregate principal amount of the Bonds, representing all of the outstanding aggregate principal amount of the Bonds as at the date of this announcement;


(iii) the Settlement Date is expected to be on or about 21 April 2023, when payment of the Tender Consideration and Accrued Interest by the Issuer will be made in the manner as further described in the Memorandum, following which all validly tendered Bonds accepted for purchase by the Issuer will be cancelled in accordance with the terms and conditions of the Bonds; and


(iv) following cancellation of all validly tendered Bonds accepted for purchase, there will be no outstanding Bonds in issue. Accordingly, the Issuer will make an application to The Stock Exchange of Hong Kong Limited for the withdrawal of the listing of the Bonds.


RESULTS OF THE CONSENT SOLICITATION


The Consent Solicitation expired at the Expiration Deadline. The Issuer accordingly announces that:


(i) as at the Expiration Deadline, Holders of U.S.$60,000,000 in aggregate principal amount of the Bonds, representing all of the outstanding aggregate principal amount of the Bonds, have voted in favour of the Extraordinary Resolution;


(ii) the Extraordinary Resolution was passed by way of Electronic Consent on 18 April 2023; and


(iii) as there will be no outstanding Bonds in issue following cancellation of all validly tendered Bonds accepted for purchase, (1) the Proposed Amendments will not be implemented; (2) the Supplemental Trust Deed will not be executed; and (3) there has not been and will not be any change to the Conditions as a result of or in connection with the Consent Solicitation."

 

Xinjiang Transportation Construction Investment Holding Co., Limited

(新疆交通建設投資控股有限公司) (incorporated with limited liability in the People’s Republic of China) (the “Issuer”) Offer and Consent Solicitation in respect of the

U.S.$70,000,000 5.80 per cent. Bonds due 2025 (the “Bonds”) - ISIN XS2480876924


11 APRIL 2023


Full announcement including disclaimers and offer restrictions available via HKEX


"INTRODUCTION


On the date of this Announcement, the Issuer invited Eligible Holders to offer to tender their Bonds for purchase (the “Offer”), upon the terms and subject to the conditions set forth in the Offer and Consent Solicitation Memorandum dated 11 April 2023 (the “Memorandum”). Eligible Holders who validly tender their Bonds on or prior to the Expiration Date (as defined below) are eligible to receive U.S.$1,000 per U.S.$1,000 in aggregate principal amount of such Bonds tendered and accepted for purchase (the “Tender Consideration”) and accrued but unpaid interest (rounded to the nearest U.S.$0.01, with U.S.$0.005 rounded upwards) on the Bonds (“Accrued Interest”) up to (but excluding) the Settlement Date (as defined below).


Concurrent with the Offer, the Issuer invited the holders of the Bonds (each, a “Holder”, and collectively, the “Holders”) to approve (the “Consent Solicitation”) the amendments (the “Proposed Amendments”) to the terms and conditions of the Bonds (the “Conditions”) providing for the addition of a new provision entitling the Issuer an option to, at any time, on giving not less than five days’ notice (an “Optional Redemption Notice”) to the Bondholders (as defined in the

Conditions) in accordance with the Conditions and in writing to the Trustee (as defined in the Conditions) and the Principal Paying Agent (as defined in the Conditions), redeem all, but not some only, of the Bonds on the redemption date specified in the Optional Redemption Notice (the “Optional Redemption Date”) at their principal amount, together with interest accrued but unpaid, if any, to, but excluding, the Optional Redemption Date (the “Early Redemption Option”), as set out in the Memorandum and as proposed by the Issuer for approval by an extraordinary resolution (the “Extraordinary Resolution”) of the Holders by way of Electronic Consent (the “Circulating Resolution”), as further described in the Memorandum. The Proposed Amendments are to be effected by execution of a supplemental trust deed (the “Supplemental Trust Deed”)."


...


"PURPOSE


The Offer and the Consent Solicitation are intended to reduce the Issuer’s indebtedness and to enable the Issuer to early redeem any Bonds not purchased pursuant to the Offer."


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