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CTF Services Limited — Capital/Financing Update 2022
Dec 14, 2022
49372_rns_2022-12-14_7c54481a-e0c0-4095-9a70-5f057425a612.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.
This announcement is for information purposes only, and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or 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. The securities referred to herein will not be registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”), and may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer, its management and financial statements. The Offerors (defined below) do not intend to make any public offering of securities in the United States.
CELESTIAL DYNASTY LIMITED
(incorporated in the British Virgin Islands with limited liability)
(the “ Issuer ”)
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(incorporated in Bermuda with limited liability) (stock code: 00659)
(the “ Guarantor ”, together with the Issuer, the “ Offerors ”)
Tender offer to purchase for cash the U.S.$650,000,000 4.25 per cent. Guaranteed Senior Notes due 2029 (ISIN: XS2009282539; Common Code: 200928253) issued by the Issuer and unconditionally and irrevocably guaranteed by the Guarantor (stock code: 5594) (“Notes”)
RESULTS OF THE TENDER OFFER
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Reference is made to the announcement of the Offerors dated 5 December 2022 (the “ Announcement ”) in respect of the Tender Offer. Capitalized terms used but not defined herein shall have the meanings given to them in the Announcement and the Tender Offer Memorandum.
The Tender Offer expired at 5:00 p.m. Central European Time on 13 December 2022. The Board accordingly announces that:
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(a) the Offerors have accepted for purchase U.S.$92,301,000 in aggregate principal amount of the Notes (the “ Final Acceptance Amount ”) at U.S.$865 per U.S.$1,000 of the principal amount of the Notes validly tendered (the “ Purchase Price ”), as determined pursuant to the Modified Dutch Auction Procedure. The Final Acceptance Amount represents approximately 27.47 per cent. of the outstanding aggregate principal amount of the Notes in the amount of U.S.$335,950,000 as at the date of this announcement;
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(b) no Competitive Offers specifying an Offer Price that is higher than the Purchase Price have been accepted;
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(c) on the Tender Offer Settlement Date, the Offerors will pay the Accrued Interest Payment in respect of all validly tendered Notes accepted for purchase by the Offerors, from (and including) the immediately preceding interest payment date for such Notes, to (but excluding) the Tender Offer Settlement Date, at U.S.$20.423611 per U.S.$1,000 of the principal amount of the validly tendered Notes accepted for purchase by the Offerors;
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(d) the Tender Offer Settlement Date is expected to be on or about 20 December 2022, when payment of the Tender Consideration by the Offerors will be made, all validly tendered Notes accepted for purchase by the Offerors will be cancelled and all validly tendered Notes not accepted will be returned to relevant Noteholders; and
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(e) following the settlement of the Tender Offer, U.S.$243,649,000 in aggregate principal amount of the Notes will remain outstanding.
Further Details
The terms of the Tender Offer are more fully described in the Tender Offer Memorandum. For additional information regarding the conditions of the Tender Offer, please refer to the Tender Offer Memorandum.
The Offerors have appointed Crédit Agricole Corporate and Investment Bank and Mizuho Securities Asia Limited as the Dealer Managers and Morrow Sodali Ltd. as the Information and Tender Agent with respect to the Tender Offer.
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Copies of the Tender Offer Memorandum and its related documents may be found on the Tender Offer Website or may be requested from the Information and Tender Agent at:
Phone (London): +44 20 4513 6933 Phone (Hong Kong): +852 2319 4130 Email: [email protected] Tender Offer Website: https://projects.morrowsodali.com/nwssenior
Any questions or requests for assistance concerning the Tender Offer may be directed to the Dealer Managers at:
Crédit Agricole Corporate and Investment Bank
27th Floor, Two Pacific Place 88 Queensway Hong Kong
Phone: +852 2826 5624 (Hong Kong)/+44 207 214 5903 (London) Attention: Debt Capital Markets (HK)/Liability Management E-mail: [email protected]/[email protected]
Mizuho Securities Asia Limited
14-15/F., K11 Atelier 18 Salisbury Road Tsim Sha Tsui, Kowloon Hong Kong
Telephone: +852 2685 2023 (Hong Kong)/+852 2685 2079 (Hong Kong) Attention: Debt Capital Markets
E-mail: [email protected]
By Order of the Board Dr. Cheng Kar Shun, Henry Chairman
Hong Kong, 14 December 2022
As at the date of this announcement, the directors of the Issuer are Mr. Ma Siu Cheung, Mr. Ho Gilbert Chi Hang and Mr. Lam Jim.
As at the date of this announcement, (a) the executive directors of the Guarantor are Dr. Cheng Kar Shun, Henry, Mr. Ma Siu Cheung, Mr. Ho Gilbert Chi Hang, Dr. Cheng Chi Kong, Adrian, Mr. Cheng Chi Ming, Brian and Mr. Cheng Chi Leong, Christopher; (b) the non-executive directors of the Guarantor are Mr. To Hin Tsun, Gerald, Mr. Dominic Lai and Mr. William Junior Guilherme Doo (alternate director to Mr. William Junior Guilherme Doo: Mr. Lam Wai Hon, Patrick); and (c) the independent non-executive directors of the Guarantor are Mr. Shek Lai Him, Abraham, Mr. Lee Yiu Kwong, Alan, Mrs. Oei Wai Chi Grace Fung, Mr. Wong Kwai Huen, Albert, Professor Chan Ka Keung, Ceajer and Ms. Ng Yuen Ting, Yolanda.
- For identification purposes only
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