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 information only and is not an offer to sell or the solicitation of an offer to buy securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. This announcement is not an offer of securities for sale in the United States or to any U.S. person. Neither this announcement nor any copy hereof may be taken into or distributed in the United States or to any U.S. person. The securities 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 to any U.S. person absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and will contain detailed information about the Company and management, as well as financial statements. The Company does not intend to register any securities in the United States. AGILE PROPERTY HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 3383) ISSUANCE OF US$700 MILLION SUBORDINATED PERPETUAL CAPITAL SECURITIES AND CONNECTED TRANSACTION Reference is made to the announcement of the Company dated 10 January 2013 in respect of the Securities Issue. THE SECURITIES ISSUE The Board is pleased to announce that on 11 January 2013, the Company entered into the Subscription Agreement with HSBC, UBS, Morgan Stanley and ICBC International in connection with the issue of the Subordinated Perpetual Capital Securities. The net proceeds from the Securities Issue, after deduction of the underwriting commissions and other estimated fees and expenses, will amount to approximately US$687.4 million and the Company intends to use such sum for the purchase of new land sites, refinancing and general working capital purposes. The Company may adjust the foregoing plans in response to changing market conditions and reallocate the use of the net proceeds. The Company will seek a listing of the Subordinated Perpetual Capital Securities on the Stock Exchange. A confirmation of the eligibility of the listing of the Subordinated Perpetual Capital Securities has been received from the Stock Exchange. Admission of the Subordinated Perpetual Capital Securities to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Subordinated Perpetual Capital Securities. 1 CONNECTED TRANSACTION In connection with the Securities Issue, the Company has engaged Morgan Stanley to act as one of the joint lead managers and joint bookrunners pursuant to the terms of the Engagement. Morgan Stanley will receive the Engagement Consideration and the Company will provide the Indemnity to Morgan Stanley pursuant to the terms of the Engagement. As Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds 30% interest in Crown Golden, a subsidiary of the Company, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company for the purpose of the Listing Rules. Under Chapter 14A of the Listing Rules, the Engagement constitutes a connected transaction of the Company. It is currently expected that each of the applicable percentage ratios (other than the profits ratio) under Rule 14A.34 of the Listing Rules in respect of the Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affiliates, is less than 5%. In addition, it is contemplated under the Subscription Agreement that the liability of the Company under the Indemnity (if any) and the Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company or on behalf of Morgan Stanley or its affiliates, shall not exceed an amount which would otherwise require the Independent Shareholders’ Approval. As such, the Engagement is only subject to the reporting and announcement requirements set out in Rule 14A.32 of the Listing Rules and are exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company intends to seek the Independent Shareholders’ Approval for the provision of the Indemnity to Morgan Stanley pursuant to the terms of the Engagement in accordance with Chapter 14A of the Listing Rules, provided that at any time prior to the receipt of the Independent Shareholders’ Approval, the liability of the Company under the Indemnity (if any) and the Engagement Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affiliates, shall not exceed an amount which would otherwise require the Independent Shareholders’ Approval. For the purpose of obtaining the Independent Shareholders’ Approval, an independent board committee of the Company will be formed to give its recommendations to the Independent Shareholders in relation to the Indemnity, and an independent financial adviser will be appointed to provide advice to the independent board committee and the Independent Shareholders in relation to the Indemnity. A circular containing further information of the Indemnity, the Subscription Agreement and the transactions contemplated thereunder, a letter from the independent board committee of the Company giving its recommendations to the Independent Shareholders in relation to the Indemnity, a letter from the independent financial adviser containing its advice to the independent board committee and the Independent Shareholders in relation to the Indemnity, a notice of the extraordinary general meeting of the Company and other information as required under the Listing Rules will be despatched to the shareholders of the Company on or before 19 April 2013. 2 (I) THE SECURITIES ISSUE The Subscription Agreement Date: 11 January 2013 Parties to the Subscription Agreement (a) the Company as the issuer; (b) HSBC; (c) UBS; (d) Morgan Stanley; and (e) ICBC International. HSBC, UBS, Morgan Stanley and ICBC International are the joint lead managers, and HSBC, UBS and Morgan Stanley are joint bookrunners in respect of the offer and sale of the Subordinated Perpetual Capital Securities. The joint lead managers are also the initial subscribers of the Subordinated Perpetual Capital Securities. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of HSBC, UBS and ICBC International is an independent third party and not a connected person of the Company. Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds a 30% interest in Crown Golden, a subsidiary of the Company, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company for the purpose of the Listing Rules. The Subordinated Perpetual Capital Securities have not been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold within the United States and may only be offered, sold or delivered outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. Accordingly, the Subordinated Perpetual Capital Securities are being offered and sold only outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. None of the Subordinated Perpetual Capital Securities will be offered to the public in Hong Kong and none of the Subordinated Perpetual Capital Securities will be placed with any connected persons of the Company other than Morgan Stanley who subscribed the Subordinated Perpetual Capital Securities as initial subscriber pursuant to the terms of the Subscription Agreement. Conditions Precedent The obligations of the joint lead managers to subscribe and pay for the Subordinated Perpetual Capital Securities are conditional on, among others, the following conditions precedent: 1. Other contracts the execution and delivery (on or before the closing date) of the other contracts, each in a form satisfactory to the joint lead managers; 3 2. Auditors’ letters 3. Compliance 4. Material adverse change 5. Other consents 6. Listing on the date of the Subscription Agreement and on the closing date, there having been delivered to the joint lead managers letters, in form and substance satisfactory to the joint lead managers, dated the date of the Subscription Agreement in the case of the first letter and dated the closing date in the case of the subsequent letter, and addressed to the joint lead managers from PricewaterhouseCoopers, Certified Public Accountants to the Company; at the closing date: (a) the representations and warranties of the Company in the Subscription Agreement being true, accurate and correct at, and as if made on, such date taking into account the facts and circumstances subsisting at such date; (b) the Company having performed all of its obligations under the Subscription Agreement as are required to be performed on or before such date; and (c) there having been delivered to the joint lead managers a certificate of a duly authorised officer of the Company in or substantially in a specified form, dated as of such date; after the date of the Subscription Agreement or, if earlier, the dates as of which information is given in the final Offering Memorandum up to and at the closing date, there shall not have occurred any change (nor any development or event involving a prospective change), in the condition (financial or otherwise), prospects, earnings, business, operations or general affairs of the Company or of the Company and its subsidiaries taken as a whole, which, in the opinion of the joint lead managers, is material and adverse in the context of the issue and offering of the Subordinated Perpetual Capital Securities; on or prior to the closing date there shall have been delivered to the joint lead managers copies of all corporate and regulatory consents and approvals required in relation to the issue of the Subordinated Perpetual Capital Securities by the Company and the performance of the obligations of the Company under the contracts and the Subordinated Perpetual Capital Securities (including any consents and approvals required from any lenders); the Stock Exchange having agreed, subject to any conditions reasonably satisfactory to the joint lead managers, to list the Subordinated Perpetual Capital Securities (or, in each case, the joint lead managers being reasonably satisfied that such listing will be granted); 4 7. Legal opinions on or before the closing date, there having been delivered to the joint lead managers and the trustee various legal opinions, in form and substance satisfactory to the joint lead managers, dated the closing date, and such other resolutions, consents, authorities and documents relating to the issue of the Subordinated Perpetual Capital Securities, as the joint lead managers may reasonably require, after providing prior notice to the Company. The joint lead managers may, at their discretion and upon such terms as they think fit, waive compliance with the whole or any part of the above conditions. Principal terms of the Subordinated Perpetual Capital Securities Securities offered Subject to certain conditions to completion, the Company will issue the Subordinated Perpetual Capital Securities in the aggregate principal amount of US$700 million, unless earlier redeemed pursuant to the terms thereof. Issue price The issue price of the Subordinated Perpetual Capital Securities will be 100% of the principal amount of the Subordinated Perpetual Capital Securities. Status and subordination of the Subordinated Perpetual Capital Securities The Subordinated Perpetual Capital Securities constitute direct, unsecured and subordinated obligations of the Company which rank pari passu and without any preference among themselves and pari passu with any parity obligations. In the event of the winding-up of the Company, the rights and claims of the holders of the Subordinated Perpetual Capital Securities shall rank ahead of those persons whose claims are in respect of any junior obligations of the Company, but shall be subordinated in right of payment to the claims of all other present and future senior and subordinated creditors of the Company, other than the claims of holders of parity obligations of the Company. Distributions Subject to the terms and conditions of the Subordinated Perpetual Capital Securities, the Subordinated Perpetual Capital Securities confer a right to receive distributions from, and including the Issue Date at the applicable distribution rate. Distribution shall be payable on the Subordinated Perpetual Capital Securities semi-annually in arrear on 18 July and 18 January each year, with the first distribution payment date falling in July 2013. Distribution rate The rate of distribution (the “Distribution Rate”) applicable to the Subordinated Perpetual Capital Securities shall be: 5
AGILE PROPERTY HOLDINGS LIMITED - 图文
