Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to acquire, purchase or subscribe for any of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction or otherwise. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.

The securities mentioned in this announcement have not been, and will not be, registered under the Securities Act or under any securities laws of any states in the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States or in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In addition to the foregoing selling restrictions, the securities mentioned in this announcement are not being offered or sold to any United States citizen, United States permanent resident alien, entity organized under the laws of the United States or any jurisdiction within the United States (including foreign branches), or any person in the United States.

The information contained in this announcement is not for distribution, issuance or circulation, directly or indirectly, in or into the United States or to, or for the account or benefit of, U.S. Persons.

VOLUNTARY ANNOUNCEMENT

ISSUE OF US$300,000,000 1.875% GUARANTEED NOTES DUE 2026 AND EUR300,000,000 0.875% GUARANTEED NOTES DUE 2026 BY CRCC HEAN LIMITED AND

GUARANTEED BY THE COMPANY

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On 12 May 2021, the Company and the Issuer entered into the Subscription Agreement in connection with the issuance of and subscription for (i) the USD Notes in the aggregate principal amount of US$300,000,000 and (ii) the EUR Notes in the aggregate principal amount of EUR300,000,000 with ICBC, Bank of China (Hong Kong), DBS Bank Ltd., BNP PARIBAS, CCB International, ABC International, BOCOM International, CLSA and Société Générale.

The net proceeds from the issuance of the Notes are estimated to be approximately US$299 million in respect of the USD Notes and EUR298 million in respect of the EUR Notes. The Issuer intends to use the net proceeds for repayment of debts due and replenishment of working capital for overseas construction projects.

The Company and the Issuer will make an application for the listing of the Notes on the Hong Kong Stock Exchange. The Hong Kong Stock Exchange assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission of the Notes to the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Company, the Issuer or the Notes.

As the conditions precedent to closing under the Subscription Agreement may or may not be satisfied and the Subscription Agreement may be terminated upon the occurrence of certain events, Shareholders and prospective investors are advised to exercise caution when dealing in the securities of the Company.

Only Non-U.S. Persons outside the United States are eligible to participate in the offering of the Notes. Recipients of information contained in this announcement are reminded to ensure that they are not engaging in a prohibited transaction under the Executive Order and associated subsequent guidance.

  1. INTRODUCTION
    Reference is made to the announcement of the Company dated 10 May 2021 in respect of the proposed issuance of the Notes.
    The Board is pleased to announce that the Company and the Issuer entered into the Subscription Agreement in connection with the issuance of and subscription for (i) the USD Notes in the aggregate principal amount of US$300,000,000 and (ii) the EUR Notes in the aggregate principal amount of EUR300,000,000 with ICBC, Bank of China (Hong Kong), DBS Bank Ltd., BNP PARIBAS, CCB International, ABC International, BOCOM International, CLSA and Société Générale on 12 May 2021.

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  1. THE SUBSCRIPTION AGREEMENT
    1. Date:
      12 May 2021
    2. Parties:
      1. CRCC Hean Limited as the issuer of the Notes;
      2. the Company as the guarantor of the Notes; and
      3. ICBC, Bank of China (Hong Kong), DBS Bank Ltd., BNP PARIBAS, CCB International, ABC International, BOCOM International, CLSA and Société Générale as the Joint Lead Managers.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, each of the Joint Lead Managers is an independent third party and not a connected person of the Company.

3. Principal terms of the Notes

  1. Notes to be issued

Subject to satisfaction (or waiver) of the conditions precedent set out in the Subscription Agreement, the Issuer will issue (i) the USD Notes in the aggregate principal amount of US$300,000,000 and (ii) the EUR Notes in the aggregate principal amount of EUR300,000,000. The Joint Lead Managers, severally and not jointly, agreed to, subject to and in accordance with the provisions of the Subscription Agreement, procure subscribers for, or failing which, subscribe for the Notes.

The Notes constitute direct, general, unconditional, unsubordinated and (subject to certain terms and conditions of the Notes) unsecured obligations of the Issuer which will at all times rank pari passu without any preference or priority among themselves and at least pari passu with all other present and future unsubordinated and unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

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The Notes and the Guarantee have not been and will not be registered under the Securities Act or any securities law of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In addition to the foregoing selling restrictions, the Notes are not being offered or sold to any United States citizen, United States permanent resident alien, entity organized under the laws of the United States or any jurisdiction within the United States (including foreign branches), or any person in the United States. None of the Notes will be offered to the public in Hong Kong or placed to any connected persons of the Company.

(2) Issue Price

The issue price of the USD Notes will be 99.881% of the aggregate principal amount of the USD Notes.

The issue price of the EUR Notes will be 99.786% of the aggregate principal amount of the EUR Notes.

(3) Interest

The USD Notes bear interest from and including 20 May 2021 at the rate of 1.875% per annum, payable semi-annually in arrear on 20 May and 20 November in each year, subject as provided in certain terms and conditions of the USD Notes.

The EUR Notes bear interest from and including 20 May 2021 at the rate of 0.875% per annum, payable annually in arrear on 20 May in each year, subject as provided in certain terms and conditions of the EUR Notes.

(4) Guarantee

The Company will unconditionally and irrevocably guarantee the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Notes. The Guarantee for each series of the Notes constitutes a direct, general, unconditional, unsubordinated and (subject to certain terms and conditions of the Notes) unsecured obligation of the Company which will at all times rank at least pari passu with all other present and future unsubordinated and unsecured obligations of the Guarantor, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

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(5) Negative Pledge

So long as any Notes remains outstanding (as defined in the Trust Deed), neither the Issuer nor the Company shall, and the Issuer and the Company shall procure that none of the Company's Material Subsidiaries (as defined under the terms and conditions of the Notes) will, create or permit to subsist any Security Interest (as defined under the terms and conditions of the Notes) upon the whole or any part of its present or future undertaking, assets or revenues (including uncalled capital) to secure any Relevant Indebtedness (as defined under the terms and conditions of the Notes) or Guarantee of Relevant Indebtedness without (a) at the same time or prior thereto securing the Notes equally and rateably therewith or (b) providing such other security for the Notes as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of holders of the Notes.

  1. Redemption
    1. Unless previously redeemed, or purchased and cancelled, each of the USD Notes and the EUR Notes will be redeemed at their principal amount on 20 May 2026, subject as provided in the terms and conditions of the Notes;
    2. The Notes may be redeemed at the option of the Issuer in whole, but not in part, at their principal amount, together with interest accrued up to, but excluding, the date fixed for redemption, at any time in the event of certain changes affecting taxes of any relevant jurisdiction as set out in the terms and conditions of the Notes;
    3. At any time following the occurrence of a Change of Control Event or a Non-Registration Event (each as defined in the terms and conditions of the Notes), any holder of the Notes will have the right, at its option, to require the Issuer to redeem all, but not some only, of that holder's Notes on the Put Settlement Date (as defined in the terms and conditions of the Notes) at 101% of their principal amount (in the case of a redemption for a Change of Control Event) or at 100% of their principal amount (in the case of a redemption for a Non-Registration Event), in each case together with interest accrued up to, but excluding, the Put Settlement Date (as defined in the terms and conditions of the Notes); and
    4. The Notes may be redeemed at the option of the Issuer in whole, but not in part, at their principal amount, together with interest accrued up to, but excluding, the date fixed for redemption at any time on or after 20 April 2026.

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CRCC - China Railway Construction Corporation Limited published this content on 13 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 May 2021 16:41:02 UTC.