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Seazen Group Limited — Capital/Financing Update 2021
Nov 8, 2021
49637_rns_2021-11-08_5f6e45e0-8ba6-4cde-8b6d-4e732ac29a5c.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. 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 and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
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SEAZEN GROUP LIMITED 新城發展控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1030)
VOLUNTARY ANNOUNCEMENT EARLY REDEMPTION OF ANY AND ALL OF THE OUTSTANDING 7.50% SENIOR NOTES DUE 2021 OF NEW METRO GLOBAL LIMITED BY WAY OF OFFER TO PURCHASE FOR CASH
This announcement is made by Seazen Group Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) on a voluntary basis.
On December 16, 2019, NEW METRO GLOBAL LIMITED (新城環球有限公司) (the “ New Metro Global ”), an overseas subsidiary of Seazen Holdings Co., Ltd. (新城控股集團股份有限 公司) (the “ Seazen Holdings ”), completed the issuance of 7.50% senior notes due 2021 in the principal amount of US$350 million (the “ Notes ”). The Notes were guaranteed by the Seazen Holdings, a subsidiary of the Company with its A shares listed on the Shanghai Stock Exchange (stock code: 601155). The Notes were listed on the Singapore Exchange Securities Trading Limited on December 17, 2019 and will mature on December 16, 2021 if not redeemed earlier. As of the date of this announcement, the aggregate principal amount of US$350 million of the Notes remains outstanding.
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The board (the “ Board ”) of directors (“ Director(s) ”) of the Company is pleased to announce that, in order to procure the long-term steady development of the Group, based on the confidence in its own value and future development and taking into account the current actual operation and financial situation, New Metro Global is making an offer to purchase for cash any and all of the outstanding Notes upon the terms and subject to the conditions set forth in the offer to purchase distributed via the offer website (https://sites.dfkingltd.com/seazen) (the “ Offer to Purchase ”). Relevant investors can make tender instructions between November 8, 2021 and 4:00 p.m. (London Time) on November 17, 2021. New Metro Global will redeem at a purchase price of US$1,000 per US$1,000 principal amount of the Notes, and make the corresponding accrued interest payment in respect of the Notes accepted for purchase pursuant to the Offer to Purchase on the settlement date (as defined in the Offer to Purchase).
The Offer to Purchase will be financed by the internal resources of New Metro Global and Seazen Holdings. The early redemption of the Notes is in line with the debt repayment plan and development strategy of Seazen Holdings. The Board believes that the Group possesses sufficient cash flows, and the early redemption of the Notes will not adversely affect the Company’s operation and financial position, or harm the interests of the Company and its shareholders as a whole.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. AN OFFER MAY ONLY BE MADE PURSUANT TO THE TERMS OF THE OFFER TO PURCHASE.
By order of the Board Seazen Group Limited Wang Xiaosong Chairman
The PRC, 8 November 2021
As at the date of this announcement, the Directors are Mr. Lv Xiaoping and Mr. Lu Zhongming as executive Directors, Mr. Wang Xiaosong, Mr. Qu Dejun and Mr. Zhang Shengman as non-executive Directors, and Mr. Chen Huakang, Mr. Zhu Zengjin and Mr. Zhong Wei as independent non-executive Directors.
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