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CITIC Limited Capital/Financing Update 2014

Sep 8, 2014

49082_rns_2014-09-08_19dad0da-f938-4efc-9353-54e7318ae82a.pdf

Capital/Financing Update

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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.

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CITIC Limited

中國中信股份有限公司

(Incorporated in Hong Kong with limited liability) (Stock Code: 00267)

ANNOUNCEMENT PURSUANT TO RULE 13.18 OF THE LISTING RULES

This announcement is made by CITIC Limited (the “ Company ”) pursuant to Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

US$1,000,000,000 Equivalent Dual Tranche Term Loan Facility Agreement

On 8 September 2014, Shine Surplus Limited (the “ Shine Surplus ” or the “ Borrower ”), an indirect wholly-owned subsidiary of the Company, as borrower, and CITIC Corporation Limited, as guarantor (the “ Guarantor ”, a direct wholly-owned subsidiary of the Company), entered into a facility agreement (the “ Facility Agreement ”) and related finance documents (including a guarantee from the Guarantor in favour of the facility agent for and on behalf of the syndicate) for a US$1,000,000,000 equivalent dual tranche term loan facility (the “ Loan Facility ”) with a syndicate of banks. The Loan Facility has a term of 36 months and 60 months, respectively, commencing from the utilisation date for each tranche. All amounts borrowed under the Loan Facility are to be applied towards refinancing certain existing financial indebtedness of the Guarantor and its subsidiaries.

Specific Performance Obligations on CITIC Group Corporation

Pursuant to the Facility Agreement, it shall be an event of default if (i) the government of the People’s Republic of China (the “ PRC ”) is not or ceases to be (directly or indirectly through its subsidiaries) the beneficial owner of more than 50% of the issued share capital of the Guarantor; or (ii) the government of the PRC is not or ceases to maintain ultimate control of the Guarantor, and control for this purpose means the power to direct the management and the policies of the Guarantor whether through the ownership of voting capital, by contract or otherwise.

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If an event of default under the Facility Agreement occurs, the facility agent may, and must if so instructed by the majority of the lenders, by notice to Shine Surplus: (i) cancel all or part of the total commitments; and/or (ii) declare that all or part of the loans, together with accrued interest, and all other amounts accrued or outstanding under the Facility Agreement and the related finance documents be immediately due and payable; and/or (iii) declare that all or part of the loans, together with accrued interest, and all other amounts accrued or outstanding under the Facility Agreement and the related finance documents be payable on demand by the facility agent acting on the instructions of the majority of the lenders.

In case of an event of default under the Facility Agreement and if the Borrower or the Guarantor cannot successfully remedy or settle the default to the satisfaction of the majority of the lenders, it will trigger cross default under the existing loan agreements and guarantees of the Company (excluding the Guarantor and its subsidiaries) and the existing loan agreements and guarantees of the Guarantor. As at 30 June 2014, total outstanding debt of and the guarantee provided by the Company (when the Guarantor was not a subsidiary of the Company) which will be affected by an event of default under the Facility Agreement amounted to approximately HK$70 billion and HK$30 billion, respectively. As at 30 June 2014, total outstanding debt of and the guarantee provided by the Guarantor (when the Guarantor was not a subsidiary of the Company) which will be affected by an event of default under the Facility Agreement amounted to approximately HK$88 billion and HK$10 billion, respectively.

As at the date of this announcement, since CITIC Group Corporation (the “ CITIC Group ”, a wholly state-owned company) indirectly holds 77.90% of the issued share capital of the Company and CITIC Corporation Limited is a wholly-owned subsidiary of the Company, CITIC Group is indirectly interested in 77.90% of the issued share capital of CITIC Corporation Limited.

By Order of the Board CITIC Limited Chang Zhenming Chairman

Hong Kong, 8 September 2014

As at the date of this announcement, the executive directors of the Company are Messrs Chang Zhenming (Chairman), Zhang Jijing, Vernon Francis Moore, Liu Jifu and Zeng Chen; the nonexecutive directors of the Company are Messrs Ju Weimin, Yin Ke, Gregory Lynn Curl and Carl Yung Ming Jie; and the independent non-executive directors of the Company are Messrs Alexander Reid Hamilton, Francis Siu Wai Keung and Dr. Xu Jinwu.

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