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路劲(01098.HK):就ROADKG 7 3/4 04/18/21展开交换和收购要约

Lu Jin (01098.HK): Exchange and takeover offer for ROADKG 7 3/4 04/18/21

久期财经 ·  Aug 25, 2020 14:25

Jiuqi Financial News, on August 25, RKPF Overseas 2019 (B) Limited (“Offeror” for short), a subsidiary of Road King Infrastructure Limited (“Road King Infrastructure Limited,” 01098.HK), issued an announcement stating that it would exchange and bid for $400 million of secured senior notes (ROADKG 7 3/4 04/18/21) issued by the company with an interest rate of 7.75%. As of the date of this announcement, the outstanding balance of this note was US$385 million. The maximum amount accepted for an exchange offer shall not exceed USD 100,000,000, and the maximum amount accepted for a takeover offer shall not exceed USD 150,000,000.

The offeror has appointed J.P. Morgan Securities, HSBC, and UBS Hong Kong to act as dealer managers for the exchange and takeover offers.

The purpose of this exchange and tender offer is to extend the maturity date of some of Lujin's debts due in 2021.

Exchange offers

For every $1,000 principal amount of existing notes held by an eligible holder, (a) a new note with a principal amount of $1,000, plus (b) an exchange premium, plus (c) accrued interest.

Takeover offers

For every $1,000 principal amount of existing notes held by an eligible holder, (a) $1,000 in cash, plus (b) the purchase premium, plus (c) accrued interest.

The maximum amount accepted for an exchange offer shall not exceed USD 100,000,000, and the maximum amount accepted for a takeover offer shall not exceed USD 150,000,000. The Offeror may, at its sole discretion, increase or decrease the maximum amount accepted, and reserves the right to exchange or purchase existing notes above or below the maximum accepted amount, or to exchange or purchase any existing notes in cash.

Exchange and takeover offer schedule

Exchange and takeover offer start time:August 25, 2020

Pricing time for new notes issued simultaneously:August 25, 2020

Offer Deadline:September 2, 2020, 4:00 p.m. (London time)

The results of the exchange and takeover offer were announced:September 3, 2020

Delivery date for the exchange and takeover offers:On or around September 4, 2020

New note listing time:On or around September 7, 2020

The offeror reserves the right to extend the validity period of the offer at its own discretion. In this case, the date of delivery of the notice of the results of the exchange and takeover offer and the date of delivery will be adjusted accordingly. Additionally, these times and dates depend on the offeror's right to extend, reopen, amend, and/or terminate the exchange and tender offer.

The proponents are issuing new notes simultaneously. China CITIC Bank International, Credit Suisse, DBS Bank, HSBC, J.P. Morgan Chase, Standard Chartered Bank, and UBS Group serve as joint global coordinators, joint bookrunners, and joint lead managers.

Lu Jin plans to use the net proceeds from the simultaneous issuance of new notes for refinancing and general corporate purposes (including payments relating to exchanges and tenders).

According to long-term financial data, the issuer of ROADKG 7 3/4 04/18/21 is RKPF Overseas 2019 (B) Limited. Road Jin provides guarantees. The issuance scale is 400 million US dollars, the outstanding scale is 385 million US dollars, the coupon rate is 7.75%, the maturity date is April 18, 2021, and ISIN: XS1934311355.

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Data source: Long-term finance

The translation is provided by third-party software.


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