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Guangzhou R&F Properties Co., Ltd. Capital/Financing Update 2016

Apr 11, 2016

50773_rns_2016-04-11_382a9ccf-6f4e-4bbb-9e92-f1fc49e4eb3d.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 informational purposes only and is not an offer to sell or the solicitation of an offer to buy 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. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or outside of the United States to any U.S. persons absent registration or an applicable exemption from registration. 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 and management, as well as financial statements. No public offer of securities is to be made by the Company in the United States.

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 2777)

OVERSEAS REGULATORY ANNOUNCEMENT

This overseas regulatory announcement is issued pursuant to Rule 13.10B of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

Please refer to the attached announcement (the “ Announcement ”) issued jointly by Big Will Investments Limited (鴻志投資有限公司), Caifu Holdings Limited (彩富控股有限公司) and Trillion Chance Limited (兆運有限公司) on 11 April 2016 on the website of Singapore Exchange Securities Trading Limited.

The posting of the Announcement on the website of the Stock Exchange is only for the purpose of facilitating equal dissemination of information to investors in Hong Kong and compliance with Rule 13.10B of the Listing Rules, and not for any other purposes.

By order of the Board Guangzhou R&F Properties Co., Ltd. Michael Lee Joint Company Secretary

Hong Kong, 11 April 2016

As at the date of this announcement, the executive directors of the Company are Mr. Li Sze Lim, Mr. Zhang Li, Mr. Zhou Yaonan and Mr. Lu Jing; the non-executive directors are Ms. Zhang Lin and Ms. Li Helen; and the independent non-executive directors are Mr. Lai Ming, Joseph, Mr. Zheng Ercheng and Mr. Ng Yau Wah, Daniel.

* for identification purpose only

FOR IMMEDIATE RELEASE

This announcement is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy 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. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons absent registration unless pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. 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 and its management, as well as financial statements. No public offer of securities is to be made by any Issuer in the United States.

Big Will Investments Caifu Holdings Trillion Chance Limited Limited Limited 鴻志投資有限公司 彩富控股有限公司 兆運有限公司 (incorporated with limited liability in the (incorporated with limited liability in the (incorporated with limited liability in the British Virgin Islands) British Virgin Islands) British Virgin Islands)

Update on the Consent Solicitations in relation to the outstanding (i) 10.875% Senior Notes Due 2016 issued by Big Will Investments Limited 鴻志投資有限公司 (ISIN: XS0620341064) (the “2016 Notes”), (ii) 8.75% Senior Notes Due 2020 issued by Caifu Holdings Limited 彩富控股有限公司 (ISIN: XS0878016673) (the “2020 Notes”) and (iii) 8.50% Senior Notes Due 2019 issued by Trillion Chance limited 兆運有限公司 (ISIN: XS1009853141) (the “2019 Notes”, together with the 2016 Notes and the 2020 Notes, the “Notes”)

Reference is made to the announcement (the “ Announcement ”) dated 24 March 2016 by Big Will Investments Limited 鴻志投資有限公司 (“ Big Will ”), Caifu Holdings Limited 彩富控股 有限公司 (“ Caifu ”) and Trillion Chance Limited 兆運有限公司 (“ Trillion Chance ”, together with Big Will and Caifu, the “ Issuers ”) regarding the consent solicitations in relation to the Notes (the “ Consent Solicitations ”). Terms used herein not otherwise defined shall have the meanings ascribed to them in the Announcement.

Each of the Caifu and Trillion Chance is pleased to announce that, as of 11 p.m. Hong Kong time on 8 April 2016 (the Early Voting Deadline specified in the Consent Solicitation Memorandum), holders of not less than 94% in aggregate principal amount of the relevant Notes had submitted Consent Instructions in favour of passing the relevant Extraordinary Resolution at the relevant Meeting. Big Will is also pleased to announce that, as of the same time, holders of not less than 89% in aggregate principal amount of the 2016 Notes, which will mature on 29 April 2016, had submitted Consent Instructions in favour of passing the relevant Extraordinary Resolution at the relevant Meeting. Accordingly, each Issuer anticipates that the quorum requirement for the

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relevant Meeting will be satisfied and the relevant Extraordinary Resolution will be passed at such Meeting.

The Solicitation Agent for the Consent Solicitations is:

Citigroup Global Markets Limited Citigroup Centre, Canada Square Canary Wharf, London E14 5LB United Kingdom

Facsimile: +44 20 7986 1929 Email: [email protected] Attention: Debt Syndicate Desk

The Tabulation and Information Agent for the Consent Solicitations is:

D.F. King

In London: In Hong Kong: 125 Wood Street Suite 1601, 16/F, Central Tower London EC2V 7AN 28 Queen’s Road Central United Kingdom Central Hong Kong Telephone: +44 20 7920 9700 Telephone: +852 3953 7230

Email: [email protected] Website: http://sites.dfkingltd.com/guangzhourf/

11 April 2016

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