AI assistant
E-Commodities Holdings Limited — Capital/Financing Update 2013
Oct 9, 2013
50127_rns_2013-10-09_634b2d41-a6d6-4ca0-842a-9c534f871ee1.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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.
The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made in this announcement.
This announcement is not an offer to purchase or a solicitation of an offer to sell securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. This announcement does not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. This announcement is not for release, publication or distribution in or into, or to any person resident and/or located in, any jurisdiction where such release, publication or distribution is unlawful.
==> picture [60 x 41] intentionally omitted <==
WINSWAY COKING COAL HOLDINGS LIMITED 永暉焦煤股份有限公司
(Incorporated in the British Virgin Islands with limited liability)
(Stock Code: 1733)
FINAL RESULTS OF TENDER OFFER AND CONSENT SOLICITATION
FOR THE OUTSTANDING 8.50% SENIOR NOTES DUE 2016
This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO.
The Company announces the fi nal results of the Tender Offer to purchase for cash its outstanding Notes and the Consent Solicitation which commenced on August 20, 2013. The Company announces that, as of the Expiration Time:
-
(1) US$143,997,000 of the Alternative A Participating Notes, representing approximately 31.27% of the total aggregate principal amount of the outstanding Notes, had been validly tendered and not been withdrawn pursuant to Alternative A;
-
(2) US$9,588,000 of the Alternative B Participating Notes, representing approximately 2.08% of the total aggregate principal amount of the outstanding Notes, had been validly tendered and not been withdrawn pursuant to Alternative B;
-
(3) US$162,321,000 of the Alternative C Participating Notes, representing approximately 35.25% of the total aggregate principal amount of the outstanding Notes, had been validly tendered pursuant to Alternative C; and
1
- (4) Consents (including Consents deemed to have been delivered) from Holders with respect to US$315,906,000 of the principal amount of the Notes, representing approximately 68.60% of the total aggregate principal amount of the outstanding Notes, had been validly delivered (whether pursuant to the Alternative A, the Alternative B or the Alternative C) and not been validly revoked.
As over 50% of the aggregate principal amount of the outstanding Notes had been validly tendered under the Offer and not validly withdrawn on or prior to the Expiration Time, the Company announces that the Requisite Consent Condition has been fulfi lled. The Second Supplemental Indenture is expected to be executed by the Company, the Subsidiary Guarantors and the Trustee on the Settlement Date implementing the Proposed Amendments for the Notes.
This announcement is made by Winsway Coking Coal Holdings Limited (the “ Company ”) pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”) and the Inside Information Provisions (as defi ned under the Listing Rules) under Part XIVA of the Securities and Future Ordinance (Chapter 571, Laws of Hong Kong) (the “ SFO ”).
Reference is made to the announcements of the Company dated August 20, 2013 (the “ Launch Announcement ”), September 9, 2013, and September 25, 2013 in relation to the Offer. Unless otherwise defi ned herein, capitalised terms used in this announcement shall have the same meanings
The Offer expired at 11:59 p.m., New York City Time, on October 8, 2013 (the “ Expiration Time ”). The Company announces that, as of the Expiration Time:
-
(1) US$143,997,000 of the Alternative A Participating Notes, representing approximately 31.27% of the total aggregate principal amount of the outstanding Notes, had been validly tendered and not been withdrawn pursuant to Alternative A;
-
(2) US$9,588,000 of the Alternative B Participating Notes, representing approximately 2.08% of the total aggregate principal amount of the outstanding Notes, had been validly tendered and not been withdrawn pursuant to Alternative B;
-
(3) US$162,321,000 of the Alternative C Participating Notes (as defi ned in the Second Supplement to the Offer to Purchase), representing approximately 35.25% of the total aggregate principal amount of the outstanding Notes, had been validly tendered pursuant to Alternative C (as defi ned in the Second Supplement to the Offer to Purchase); and
-
(4) Consents (including Consents deemed to have been delivered) from Holders with respect to US$315,906,000 of the principal amount of the Notes, representing approximately 68.60% of the total aggregate principal amount of the outstanding Notes, had been validly delivered (whether pursuant to the Alternative A, the Alternative B or the Alternative C) and not been validly revoked.
As over 50% of the aggregate principal amount of the outstanding Notes had been validly tendered under the Offer and not validly withdrawn on or prior to the Expiration Time, the Company announces that the Requisite Consent Condition has been fulfi lled. For the purpose of calculating
2
the amount of Notes validly tendered under the Offer in relation to the Requisite Consent Condition: (a) any Notes owned by the Company or any of its Affi liates (as defi ned in the Indenture) have been excluded, (b) the entire amount of the Alternative A Participating Notes and the Alternative B Participating Notes have been included; and (c) solely with respect to determining whether the Requisite Consent Condition has been reached, the entire amount of the Alternative C Participating Notes has been included. As of the date hereof, the Company and its Affi liates together hold approximately US$39.5 million of the aggregate principal amount of the outstanding Notes.
The Company has decided to accept for purchase all such Notes validly tendered pursuant to the terms of the Offer. Payment is expected to be made on or about Friday, October 11, 2013 (“ Settlement Date ”) for all validly tendered Notes and delivered Consents.
On October 11, 2013, the Company, the Subsidiary Guarantors (as defi ned in the Indenture) and the Trustee will execute a supplemental indenture containing the Proposed Amendments to eliminate substantially all of the restrictive covenants and certain events of defaults contained in the Indenture, which became effective upon execution but does not become operative until the time and date upon which the Company makes the payment to all Holders who have validly tendered their Notes (and not validly withdrawn) pursuant to the Offer (such time and date is expected to be on the Settlement Date).
Questions regarding the Tender Offer and Consent Solicitation should be directed to the Tender Agent or the Dealer Manager at:
Lucid Issuer Services Limited
Address: Leroy House, 436 Essex Road, London N1 3QP, England Telephone: +44 20 7704 0880 Attention: David Shilson E-mail: [email protected]
Deutsche Bank AG, Singapore Branch
Address: One Raffl es Quay, #17-00 South Tower, Singapore 048583 Telephone (London): +44 20 7545 8011 Telephone (Singapore): +65 6423 5342 Attention: Liability Management Group E-mail: [email protected]
3
FORWARD-LOOKING STATEMENTS
Forward-looking statements in this announcement, including those statements relating to the Offer, such as the repurchase of Notes, are based on current expectations. These statements are not guarantees of future events or results. Future events and results involve some risks, uncertainties and assumptions that are diffi cult to predict. Actual events and results could vary materially from the description contained herein due to many factors including changes in the market and price for the Notes; changes in the business and fi nancial condition of the Company and its subsidiaries; changes in the debt markets in general.
Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.
By Order of the Board of Winsway Coking Coal Holdings Limited Cao Xinyi Company Secretary
Hong Kong, 9 October 2013
As at the date of this announcement, the executive Directors of the Company are Mr. Wang Xingchun, Ms. Zhu Hongchan, Mr. Yasuhisa Yamamoto, Ms. Ma Li and Mr. Cui Yong, the non-executive Directors of the Company are Mr. Daniel J. Miller, Mr. Liu Qingchun and Mr. Lu Chuan and the independent non-executive Directors of the Company are Mr. James Downing, Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. George Jay Hambro.
4