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Redco Properties Group Limited — Capital/Financing Update 2022
Mar 18, 2022
50045_rns_2022-03-18_58373929-41d8-4fd0-82b9-6021126102e8.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 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 Securities Act, and may not be offered or sold in the United States except pursuant to an exemption from, or 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 and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.
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REDCO PROPERTIES GROUP LIMITED 力高地產集團有限公司
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1622)
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 ”) of Redco Properties Group Limited (the “ Company ”) which has been posted on the website of the 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 Redco Properties Group Limited Wong Yeuk Hung Chairman
Hong Kong, March 18, 2022
As at the date of this announcement, the executive directors of the Company are Mr. Wong Yeuk Hung JP, Mr. Huang Ruoqing and Mr. Tang Chengyong; and the independent non-executive directors of the Company are Mr. Chau On Ta Yuen SBS, BBS, Dr. Tam Kam Kau, GBS, SBS, JP and Mr. Yip Tai Him.
NOT FOR DISTRIBUTION IN THE UNITED STATES, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
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. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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, management, as well as financial statements. The Company does not intend to make any public offering of securities in the United States.
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REDCO PROPERTIES GROUP LIMITED 力高地產集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1622)
CONSENT SOLICITATION RELATING TO THE OUTSTANDING 9.9% SENIOR NOTES DUE 2024 (THE “NOVEMBER 2020 NOTES”) (ISIN: XS2231089546; COMMON CODE: 223108954 ) AND 10.5% SENIOR NOTES DUE 2023 (THE “JULY 2021 NOTES”) (ISIN: XS2360310473; COMMON CODE: 236031047) — EXTENSION OF THE EXPIRATION DATE
Reference is made to the announcement of the Company dated March 14, 2022 (the “ Announcement ”) in relation to the Consent Solicitation. Capitalized terms used in this announcement shall have the same meaning ascribed to them in the Announcement.
Extension of the Expiration Date
The Company hereby announces that with immediate effect, the Expiration Date is extended from 4:00 p.m., London Time on March 21, 2022 to 4:00 p.m., London Time on March 22, 2022 (the “ Extended Expiration Date ”). The extension is made at the request of certain Notes Holders to accommodate their internal approval procedures. Subject to satisfaction or waiver of the conditions as set forth in the consent solicitation statement dated March 14, 2022 (the “ Consent Solicitation Statement ”), payment of the Consent Fee to each Holder who has validly delivered its Consent will not be adjusted and is still expected to occur on or about March 25, 2022.
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Notes Holders who have validly delivered their Consents at or prior to the original Expiration Date do not need to take any action. Such instructions in connection with the Consent Solicitation remain valid and irrevocable.
Notes Holders who have not delivered their Consents may deliver their Consents at or prior to the Extended Expiration Date in accordance with the terms and conditions set forth in the Consent Solicitation Statement. Instructions in connection with the Consent Solicitation Statement are irrevocable.
Subject to the consummation of the Consent Solicitation, the Company will pay, with respect to Consents validly delivered at or prior to the Extended Expiration Date, the Consent Fee as set forth in the Consent Solicitation Statement.
Except for the modifications set forth above, all other terms and conditions of the Consent Solicitation as set out in the Consent Solicitation Statement shall remain unchanged. All documents and materials related to the Consent Solicitation are or will be made available, subject to eligibility, on the Consent Website: https://bonds.morrowsodali.com/RedcoConsent.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, THE NOTES. SHAREHOLDERS, NOTES HOLDERS AND POTENTIAL INVESTORS SHOULD NOTE THAT COMPLETION OF THE CONSENT SOLICITATION IS SUBJECT TO THE FULFILLMENT OR WAIVER OF THE CONDITIONS PRECEDENT TO THE CONSENT SOLICITATION AS SET FORTH IN THE CONSENT SOLICITATION STATEMENT, AND SUMMARIZED IN THE ANNOUNCEMENT. NO ASSURANCE CAN BE GIVEN THAT THE CONSENT SOLICITATION WILL BE COMPLETED AND THE COMPANY RESERVES THE RIGHT TO AMEND, WITHDRAW OR TERMINATE THE CONSENT SOLICITATION WITH OR WITHOUT CONDITIONS.
THE COMPANY MAY, IN ITS SOLE DISCRETION, AMEND OR WAIVE CERTAIN OF THE CONDITIONS PRECEDENT TO THE CONSENT SOLICITATION. AS THE CONSENT SOLICITATION MAY OR MAY NOT PROCEED, SHAREHOLDERS, NOTES HOLDERS AND POTENTIAL INVESTORS SHOULD EXERCISE CAUTION WHEN DEALING IN THE SECURITIES OF THE COMPANY OR THE NOTES.
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The Consent Solicitation is not being made to (nor will the delivery of Consents be accepted from or on behalf of) Notes Holders in any jurisdiction where the making or acceptance of the Consent Solicitation would not comply with the laws of such jurisdiction. If the Company becomes aware of any jurisdiction in which the making of the Consent Solicitation or the delivery of Consents would not be in compliance with applicable laws, the Company may or may not, in its sole discretion, make an effort to comply with any such law. If, after such effort, if any, the Company cannot comply with any such law, and Consent Solicitation will not be made to (nor will tenders or Consents be accepted from or on behalf of) any Notes Holders residing in such jurisdiction.
By order of the Board Redco Properties Group Limited Chairman Wong Yeuk Hung
Hong Kong, March 18, 2022
As at the date of this announcement, the executive Directors of the Company are Mr. Wong Yeuk Hung JP, Mr. Huang Ruoqing and Mr. Tang Chengyong, and the independent non-executive Directors of the Company are are Mr. Chau On Ta Yuen SBS, BBS, Dr Tam Kam Kau, GBS, SBS, JP and Mr. Yip Tai Him.
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