NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
2 December 2021
China Logistics Property Holdings Co., Ltd (the “Issuer”) today announced that it will solicit consents (the “Consent Solicitation”) from the holders of the 2024 Convertible Bonds (the “Noteholders”) to approve by extraordinary resolution (the “Extraordinary Resolution”) certain amendments (the “Proposed Amendments”) and certain waivers (the “Proposed Waivers”) to (i) the terms and conditions of the 2024 Convertible Bonds (the “Conditions”) and (ii) the trust deed dated 26 June 2019 (as amended and/or supplemented from time to time, the “Trust Deed”) in respect of the 2024 Convertible Bonds.
The Consent Solicitation Memorandum
The Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the consent solicitation memorandum dated as of the date hereof (the “Consent Solicitation Memorandum”), copies of which are available from GLAS Specialist Services Limited (the “Information and Tabulation Agent”) using the contact details set out in this announcement.
Background to the Consent Solicitation
On 26 June 2019, the Issuer entered into the Trust Deed and issued HK$1,109,000,000 6.95 per cent. Convertible Bonds due 2024.
JD Property Group Corporation entered into a sale and purchase agreement, dated 1 September 2021, by and between JD Property Group Corporation, Mr. Li Shifa and Yupei International Investment Management Co., Ltd (the “Sale and Purchase Agreement”), pursuant to which Yupei International Investment Management Co., Ltd conditionally agreed to sell, and JD Property Group Corporation conditionally agreed to acquire, 916,488,000 ordinary shares in the share capital of the Issuer (the “Shares”). Upon completion of the Sale and Purchase Agreement, JD Property Group Corporation and parties acting in concert with it will become interested in 1,290,274,999 Shares, representing approximately 37.14 per cent. of the issued share capital of the Issuer. Pursuant to the Hong Kong Code on Takeovers and Mergers, JD Property Group Corporation will then be required to make the Share Offer and the Convertible Bond Offer (each as defined in the Consent Solicitation Memorandum, and collectively, the “Offers”).
The Issuer is soliciting consents from Noteholders to the Proposed Amendments and the Proposed Waivers in order to, among other things, amend or waive the terms of the Trust Deed and the Conditions to give the Issuer the flexibility to redeem some or all of the 2024 Convertible Bonds following completion of the Offers.
Timetable for the Consent Solicitation
The Consent Solicitation will expire at 5:00 p.m. (London time) on 20 December 2021 (such date and time, as it may be extended, the “Expiration Deadline”). The Issuer may, in its sole discretion, amend, extend or terminate and/or withdraw the Consent Solicitation at any time (subject to applicable law).
A notice convening a meeting of the Noteholders (the “Meeting”) to be held at the offices of Kirkland & Ellis International LLP, 30 St Mary Axe, London EC3A 8AF, United Kingdom, at 9:00 a.m. (London time) on 23 December 2021 has been given to Noteholders today through the clearing systems.
By submitting a Consent Instruction prior to the Expiration Deadline, each Noteholder will appoint one or more representatives of the Information and Tabulation Agent as its proxy to attend the Meeting (and any adjourned Meeting) on its behalf and to vote in the manner specified or identified in such Consent Instruction in respect of the Extraordinary Resolution.
In light of the ongoing developments in relation to Coronavirus (Covid 19), it may become impossible or inadvisable to hold the Meeting at the offices of Kirkland & Ellis International LLP. In that event, the Issuer and Citicorp International Limited in its capacity as trustee (the “Trustee”) may prescribe further or alternative regulations regarding the holding of the Meeting, which may include holding the Meeting by conference call. In such circumstances, those Noteholders who have indicated that they wish to attend the Meeting in person will be provided with further details about attending the Meeting. Noteholders who have appointed one or more representatives of the Information and Tabulation Agent as their proxy to attend and vote at the Meeting on their behalf will be unaffected by these alternative regulations and will not be required to take any further action.
All Consent Instructions submitted prior to 5:00 p.m. (London time) on 13 December 2021 (the “Early Consent Deadline”) will also constitute a consent given by way of electronic consent for the purposes of the Trust Deed. Accordingly, if Noteholders representing not less than 90 per cent. of the principal amount of the 2024 Convertible Bonds deliver Consent Instructions in favour of the Extraordinary Resolution prior to the Early Consent Deadline, the Extraordinary Resolution shall be approved by way of electronic consent and no Meeting shall be required with respect to the 2024 Convertible Bonds to vote on the Extraordinary Resolution.
For the avoidance of doubt, if insufficient Consent Instructions are submitted in favour of the Extraordinary Resolution prior to the Early Consent Deadline in order to approve the Extraordinary Resolution by way of electronic consent, and the Meeting (or any adjourned Meeting) is held, all Consent Instructions received prior to the Early Consent Deadline shall continue to count towards the quorum of the Meeting (and any adjourned Meeting) and the Information and Tabulation Agent (as proxy of the Noteholders) shall vote in the manner specified or identified in such Consent Instructions in respect of the Extraordinary Resolution at the Meeting (and any adjourned Meeting).
The Issuer is seeking consents to the Proposed Amendments and the Proposed Waivers as a single proposal and Noteholders will not be able to consent to some Proposed Amendments and/or to some Proposed Waivers and reject others. By providing consents in accordance with the Consent Solicitation Memorandum, the Noteholders will be consenting to all of the Proposed Amendments and the Proposed Waivers.
The Proposed Amendments will be incorporated in a supplemental trust deed to the Trust Deed (the “Supplemental Trust Deed”) to be executed by, among others, the Issuer, the Trustee and Citicorp International Limited in its capacity as security trustee (the “Security Trustee”). The Issuer anticipates that, promptly after the passing of the Extraordinary Resolution, it will give written notice thereof to the Noteholders, the Trustee and the Security Trustee, and the Issuer, the Trustee and the Security Trustee will execute the Supplemental Trust Deed.
The consummation of the Consent Solicitation is subject to the satisfaction of certain customary conditions, as described in the Consent Solicitation Memorandum.
Terms and expressions used but not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum or the Trust Deed, as applicable.
Copies of the Consent Solicitation Memorandum may be obtained from the Information and Tabulation Agent using the contact details below.
Noteholders are urged to review the Consent Solicitation Memorandum for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed Amendments and the Proposed Waivers. Before making a decision with respect to the Consent Solicitation, Noteholders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled “Risk Factors and Other Considerations”.
If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.
Under no circumstances shall this announcement or the Consent Solicitation Memorandum constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the 2024 Convertible Bonds in any jurisdiction.
The Consent Solicitation is not being made to, and no consents are being solicited from, holders or beneficial owners of the 2024 Convertible Bonds in any jurisdiction in which it is unlawful to make such solicitation or grant such consents. However, the Issuer may, in its sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the Consent Solicitation to, and solicit consents from, persons in such jurisdiction.
The making of the Consent Solicitation may be restricted by law in some jurisdictions. Persons into whose possession the Consent Solicitation Memorandum comes must inform themselves about and observe these restrictions.
This announcement and the Consent Solicitation Memorandum include statements which are, or may be deemed to be, “forward-looking statements”. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Issuer about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “projects”, “strategy”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although the Issuer believes that the expectations reflected in such forward-looking statements are reasonable, the Issuer can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that the transactions contemplated in this announcement will be completed. The Issuer assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.
For further information, contact the Information and Tabulation Agent:
GLAS Specialist Services Limited
55 Ludgate Hill
Level 1 West
London EC4M 7JW
Telephone: + 44 203 597 2940
Consent Website: https://glas.agency/investor_reporting/china-logistics-property-holdings-co-ltd