Obligation CIF Holdings 5.375% ( XS1732152589 ) en USD

CIF Holdings

100 % ⇌

Chine

XS1732152589 ( en USD )

5.375% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation CIFI Holdings (Group) XS1732152589 en USD 5.375%, échéance Perpétuelle

28/08/2026 ( Dans 145 jours )

CIFI Holdings (Group) est une société immobilière chinoise cotée à la Bourse de Hong Kong, spécialisée dans le développement et la gestion de propriétés résidentielles et commerciales, principalement dans les villes de premier et second rang de Chine.

L'Obligation émise par CIF Holdings ( Chine ) , en USD, avec le code ISIN XS1732152589, paye un coupon de 5.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

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 United
States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered
or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the U.S. Securities Act ("Regulation S")) absent registration, except
pursuant to an exemption from, or a transaction not subject to, the registration requirements
of the U.S. Securities Act. 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 its management, as well as financial statements.
The Company does not intend to register any part of the 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
L O C A T E D O R R E S I D E N T I N T H E U N I T E D S T A T E S O R I N O R I N T O A N Y
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
CIFI Holdings (Group) Co. Ltd.
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(Incorporated in the Cayman Islands with limited liability)
(Stock code: 00884)
OFFER TO PURCHASE
THE OUTSTANDING 7.625% SENIOR NOTES DUE 2021
(ISIN: XS1924328807, COMMON CODE: 192432880, STOCK CODE: 5499)
THE OUTSTANDING 6.875% SENIOR NOTES DUE 2021
(ISIN: XS1801151371, COMMON CODE: 180115137, STOCK CODE: 4473)
THE OUTSTANDING 5.375% PERPETUAL SECURITIES
(ISIN: XS1732152589, COMMON CODE: 173215258, STOCK CODE: 05261)
BACKGROUND
On 2 January 2019, the Company issued an aggregate principal amount of US$400,000,000
7.625% senior notes due 2021 (ISIN: XS1924328807, Common Code: 192432880)
(the "January 2019 Notes"). The January 2019 Notes are guaranteed by certain of the
Company's existing subsidiaries and are listed on the Stock Exchange. As at the date of this
announcement, US$400,000,000 of the January 2019 Notes remains outstanding.
1

On 23 April 2018, the Company issued an aggregate principal amount of US$500,000,000
6.875% senior notes due 2021 (ISIN: XS1801151371, Common Code: 180115137) (the "April
2018 Notes") . The April 2018 Notes are guaranteed by certain of the Company's existing
subsidiaries and are listed on the Stock Exchange. As at the date of this announcement,
US$500,000,000 of the April 2018 Notes remains outstanding.
On 19 December 2017, the Company issued an aggregate principal amount of US$300,000,000
5.375% perpetual securities (ISIN: XS1732152589, Common Code: 173215258) (the
"December 2017 Perpetual Securities," together with the January 2019 Notes and the April
2018 Notes, the "Notes" and each of the January 2019 Notes, the April 2018 Notes and the
December 2017 Perpetual Securities, a "Series of Notes" or the relevant "Series of Notes").
The December 2017 Perpetual Securities are guaranteed by certain of the Company's existing
subsidiaries and are listed on the Stock Exchange. As at the date of this announcement,
US$300,000,000 of the December 2017 Perpetual Securities remains outstanding.
OFFER TO PURCHASE OF THE NOTES
On 6 November 2020, the Company commenced the Offers with respect to the outstanding
Notes in accordance with the terms and conditions set out in the Offer to Purchase.
Subject to the terms and conditions contained in the Offer to Purchase, the Company is
offering to purchase for cash an aggregate principal amount of the Notes up to the Maximum
Acceptance Amount (as defined below) in accordance with the Acceptance Priority Level (in
numerical priority order as defined below). The Company will determine, in its sole discretion,
the aggregate principal amount of Notes (if any) that it will accept for purchase pursuant to
the Offers. It is the current intention of the Company that the aggregate maximum acceptance
amount of all Notes validly tendered pursuant to the Offers (the "Maximum Acceptance
Amount") will be the New Issue Amount (as defined below), although the Company reserves
the right, in its sole discretion, to accept significantly more than or significantly less than
such amount, or to accept none of such Notes, for purchase pursuant to the Offers. If the
Notes validly tendered exceed the Maximum Acceptance Amount, the Company will accept
in accordance with the Acceptance Priority (as defined below). The Company is concurrently
conducting an offering of senior notes (the "New Notes") (such offering, the "Concurrent
New Money Issuance"). The aggregate principal amount of the Concurrent New Money
Issuance shall be the new issue amount (the "New Issue Amount"), which can be applied to
the repurchase of the Notes.
2

Priority in allocation of New Notes
When allocating the New Notes to investors, the Company, among other factors, intends to
look favorably upon investors that have validly tendered or indicated a firm intention to tender
their Notes pursuant to the Offers to the Joint Dealer Managers before the pricing of the New
Notes. The aggregate principal amount of New Notes in respect of which priority is given
shall be referred to herein as a "New Issue Priority Allocation". However, no assurances can
be given that any holder that tenders Notes will be given an allocation of New Notes at the
levels it may subscribe for, or at all. Any allocation of the New Notes, while being considered
by the Company as set out above, will be made in accordance with customary new issue
allocation processes and procedures. For more information about the offering of the New
Notes, eligible Noteholders may contact the Joint Dealer Managers.
Acceptance
Description of
ISIN/
Outstanding
Purchase
Priority Level
the Notes
Common Code
Principal Amount
Price(1)(2)

1
7.625% Senior Notes
XS1924328807/
US$400,000,000
1,017.50
due 2021
192432880
2
6.875% Senior Notes
XS1801151371/
US$500,000,000
1,018.00
due 2021
180115137
3
5.375% Perpetual Securities
XS1732152589/
US$300,000,000
1,004.00
173215258
(1)
Per US$1,000 principal amount of the relevant Series of Notes accepted for purchase
(2)
Excludes accrued interest
The January 2019 Notes purchase price payable to the Eligible Holders whose January
2019 Notes are accepted for purchase will be equal to US$1,017.50 for each US$1,000 in
principal amount of the January 2019 Notes. The April 2018 Notes purchase price payable
to the Eligible Holders whose April 2018 Notes are accepted for purchase will be equal to
US$1,018.00 for each US$1,000 in principal amount of the April 2018 Notes. The December
2017 Perpetual Securities purchase price payable to the Eligible Holders whose December
2017 Perpetual Securities are accepted for purchase will be equal to US$1,004.00 for each
US$1,000 in principal amount of the December 2017 Perpetual Securities. In addition, holders
whose Notes are accepted for purchase pursuant to the Offers will also receive accrued and
unpaid interest (or where applicable, distributions) on the principal amount of such Series
of Notes from and including the last interest payment date (or where applicable, distribution
payment date) applicable to such Series of Notes up to, but excluding, the Settlement Date. No
tenders of the Notes will be valid if submitted after the Expiration Deadline.
3

If the aggregate principal amount of January 2019 Notes validly tendered exceeds the January
2019 Notes Maximum Acceptance Amount (or, if the Company exercises its discretion to
accept the January 2019 Notes in an amount less than the January 2019 Notes Maximum
Acceptance Amount, such lesser amount), the Company will accept for purchase such January
2019 Notes validly tendered on a pro rata basis from among such tendered January 2019
Notes, such that the principal amount of the January 2019 Notes purchased shall not exceed
the January 2019 Notes Maximum Acceptance Amount (or, if applicable, the lesser amount
described above). If the aggregate principal amount of April 2018 Notes validly tendered
exceeds the April 2018 Notes Maximum Acceptance Amount (or, if the Company exercises
its discretion to accept the April 2018 Notes in an amount less than the April 2018 Notes
Maximum Acceptance Amount, such lesser amount), the Company will accept for purchase
such April 2018 Notes validly tendered on a pro rata basis from among such tendered April
2018 Notes, such that the principal amount of the April 2018 Notes purchased shall not
exceed the April 2018 Notes Maximum Acceptance Amount (or, if applicable, the lesser
amount described above). If the aggregate principal amount of December 2017 Perpetual
Securities validly tendered exceeds the December 2017 Perpetual Securities Maximum
Acceptance Amount (or, if the Company exercises its discretion to accept the December 2017
Perpetual Securities in an amount less than the December 2017 Perpetual Securities Maximum
Acceptance Amount, such lesser amount), the Company will accept for purchase such
December 2017 Perpetual Securities validly tendered on a pro rata basis from among such
tendered December 2017 Perpetual Securities, such that the principal amount of the December
2017 Perpetual Securities purchased shall not exceed the December 2017 Perpetual Securities
Maximum Acceptance Amount (or, if applicable, the lesser amount described above).
In all cases, the Company will round downward, if necessary, to ensure all purchases of
the Notes will be in a minimum principal amount of US$200,000 and integral multiples of
US$1,000 in excess thereof. However, the Company may elect to accept or reject such tender
of the Notes in full if application of proration will otherwise result in either (i) the Company
accepting the Notes from any Eligible Holder in a principal amount of less than US$200,000
or (ii) the principal amount of the Notes not purchased due to pro rata application being less
than US$200,000. All the Notes not accepted as a result of proration will be returned to the
Eligible Holders. Separate Tender Instructions must be submitted on behalf of each individual
beneficial owner due to potential proration. Tender Instructions will be irrevocable once
delivered in accordance with the terms of the Offers.
The Company intends to finance the Offers mainly with the proceeds from the Concurrent
New Money Issuance and/or its working capital.
The Offers were commenced on 6 November 2020 and will expire at 4:00 p.m. (London time)
on 16 November 2020, unless extended, reopened, amended and/or terminated as provided
in the Offer to Purchase, in which case an announcement to that effect will be made by the
Company. Although the Company has no present plans or arrangements to do so, the Company
reserves the right to waive, amend, extend, terminate or withdraw the Offers and the terms and
conditions thereof at any time, subject to applicable law.
The Company will announce the result of the Offers as soon as reasonably practicable after
the Expiration Deadline.
4

The Notes repurchased by the Company pursuant to the Offers will be cancelled and those
Notes will cease to be outstanding. The Notes which have not been validly submitted and
accepted for purchase pursuant to the Offers will remain outstanding. Any Notes that remain
outstanding after the Offers will continue to be the obligations of the Company. Holders of
those outstanding Notes will continue to have all the rights associated with those Notes.
The Company will seek a listing of the New Notes on the Stock Exchange. Admission of
the New Notes to the Stock Exchange is not to be taken as an indication of the merits of the
Company or the New Notes.
SETTLEMENT DATE
The Settlement Date for the Offers is currently expected to be 18 November 2020, subject to
the right of the Company to extend, reopen, amend and/or terminate the Offers.
PURPOSE OF THE OFFERS
The Offers are being made as part of the Company's efforts to proactively manage its balance
sheet liabilities and optimize its debt structure.
OTHER INFORMATION
For a detailed statement of the terms and conditions of the Offers, Eligible Holders should
refer to the Offer to Purchase which will be available on the Offer Website. In connection
with the Offers, the Company has mandated Credit Suisse (Hong Kong) Limited and The
Hongkong and Shanghai Banking Corporation Limited (as the Joint Dealer Managers) and D.F.
King as the Information and Tender Agent.
D.F. King may be contacted in London at +44 20 7920 9700 and in Hong Kong at +852 3953
7208 or via email at [email protected].
The Offer to Purchase will be distributed in electronic format to holders of the Notes via the
Offer Website: https://sites.dfkingltd.com/CIFI. Any requests for additional copies of the
Offer to Purchase or instruction enquiries may be directed to the Information and Tender
Agent at the above contact points.
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.
5

INFORMATION ABOUT THE COMPANY
The Company is headquartered in Shanghai and engaged in the development of properties
in mainly first- and second-tier cities in the PRC. The Company's development projects
cover various property types including residential, office and commercial complexes. The
Company's residential property development projects are primarily focused on developing
residential products that offer end-users comfortable living environments and proximity to good
ancillary facilities and transportation links. The Company's commercial property development
projects are primarily focused on developing offices and community commercial properties.
IMPORTANT NOTICE THE OFFERS ARE AVAILABLE ONLY TO INVESTORS
WHO ARE NOT U.S. PERSONS (WITHIN THE MEANING OF REGULATION S)
AND ARE OUTSIDE THE UNITED STATES; U.S. PERSONS (AS DEFINED IN
REGULATION S), PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF
U.S. PERSONS AND PERSONS LOCATED IN THE UNITED STATES ARE NOT
PERMITTED TO TENDER THE NOTES IN THE OFFERS.
GENERAL
The Offers are not being made within, and the Offer to Purchase is not for distribution in,
the United States or to, or for the account or benefit of, any U.S. person (as defined under
Regulation S). The Offer to Purchase is not an offer of securities for sale in the United States
or to, or for the account or benefit of, any U.S. person (as defined under Regulation S) or any
other jurisdiction where it is unlawful to offer such securities and any guarantees with respect
thereto, for sale.
The Offer to Purchase and this announcement do not constitute, and may not be used in
connection with, an offer to purchase, a solicitation of an offer to purchase, an offer to sell
or a solicitation of an offer to sell, securities in the United States or any jurisdiction in which
such an offer or solicitation is not authorized or in which the person making such an offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer
or a solicitation. The Company will not accept any responsibility for any violation by any
person of the restrictions applicable in any jurisdiction.
No securities of the Company or any of its subsidiaries are being, or will be, registered under
the U.S. Securities Act or the securities laws of any state of the United States, and no such
securities may be offered or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the U.S. Securities Act and
any applicable state or local securities laws. No public offering of securities is being or will
be made in the United States or any other jurisdiction. Nothing in this communication shall
constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in
which such offer or sale would be unlawful.
6

The distribution of this announcement and the Offer to Purchase in certain jurisdictions may
be restricted by law. Persons into whose possession this announcement and/or the Offer to
Purchase comes are required to inform themselves about, and to observe, any such restrictions.
Forward-looking statements in this announcement and/or the Offer to Purchase, including,
among others, those statements relating to the Offers are based on current expectations. These
statements are not guarantees of future events or results. Future events and results involve
risks, uncertainties and assumptions and are difficult to predict with any precision. Actual
events and results could vary materially from the description contained herein due to many
factors including changes in the market and price for the Notes, changes in the business and
financial condition of the Company and its subsidiaries, changes in the property industry and
changes in the capital markets in general.
Shareholders, holders of the Notes and potential investors in any securities of the
Company should note that completion of the Offers is subject to the terms and as set
forth in the Offer to Purchase and summarized in this announcement. No assurance can
be given that any of the Offers will be completed and the Company reserves the right, at
its sole and absolute discretion, to extend, withdraw or terminate the Offers, and amend,
modify or waive any of the terms and conditions of the Offers.
As the Offers may or may not proceed, shareholders, holders of the Notes and potential
investors in any securities of the Company should exercise caution when dealing in the
securities of the Company.
DEFINITIONS
In this announcement, the following expressions shall have the meanings set out below unless
the context requires otherwise:
"April 2018 Notes Offer"
the offer to purchase for cash by the Company of its
outstanding April 2018 Notes, on all terms and subject to the
conditions set out in the Offer to Purchase;
"Board"
the board of Directors of the Company;
"Company"
CIFI Holdings (Group) Co. Ltd. ( Û > > p « · Þ "
® ! ), an exempted company incorporated in the Cayman
Islands with limited liability, the shares of which are listed
on the main board of the Stock Exchange;
"Concurrent New Money
an offering of New Notes which is conducted by the
Issuance"
Company concurrently with the Offers and pursuant to a
separate offering memorandum;
"December 2017 Perpetual
the offer to purchase for cash by the Company of its
Securities Offer"
outstanding December 2017 Perpetual Securities, on the
terms and subject to the conditions set out in the Offer to
Purchase;
7

"Director(s)"
the directors of the Company;
"Eligible Holders"
holders of the Notes who are non-U.S. persons located
outside the United States (as those terms are defined under
Regulation S);
"Expiration Deadline"
4:00 p.m., London time, on 16 November 2020 (subject to
the right of the Company, in its sole discretion, to extend,
reopen, amend and/or terminate the Offers);
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC;
"Information and
D.F. King;
Tender Agent"
"January 2019 Notes Offer"
the offer to purchase for cash by the Company of its
outstanding January 2019 Notes, on the terms and subject to
the conditions set out in the Offer to Purchase;
"Joint Dealer Managers"
Credit Suisse (Hong Kong) Limited and The Hongkong and
Shanghai Banking Corporation Limited;
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock
Exchange;
"New Notes"
the US$-denominated senior notes issued by the Company in
the Concurrent New Money Issuance;
"Offers"
the January 2019 Notes Offer, the April 2018 Notes Offer
and the December 2017 Perpetual Securities Offer;
"Offer to Purchase"
the offer to purchase dated 6 November 2020 made available
to the holders of the Notes in relation to the Offers;
"Offer Website"
https://sites.dfkingltd.com/CIFI, the website set up by the
Information and Tender Agent for the purposes of hosting
the documents relating to the Offers;
"PRC"
the People's Republic of China (for the purposes of this
announcement, excluding Hong Kong);
"Regulation S"
Regulation S under the U.S. Securities Act;
"Settlement Date"
the date of settlement which is expected to occur on or about
18 November 2020 (subject to the right of the Company to
extend, reopen, amend and/or terminate the Offers at any
time)
8

"Stock Exchange"
The Stock Exchange of Hong Kong Limited;
"U.S. Securities Act"
the United States Securities Act of 1933, as amended;
"United States" or "U.S."
The United States of America;
"US$"
United States dollars, the lawful currency of the United
States; and
"%"
per cent.
By Order of the Board
CIFI Holdings (Group) Co. Ltd.
LIN Zhong
Chairman
Hong Kong, 6 November 2020
As at the date of this announcement, the Board comprises Mr. LIN Zhong, Mr. LIN Wei,
Mr. LIN Feng, Mr. CHEN Dongbiao and Mr. YANG Xin as executive Directors; Mr. WANG
Wei as non-executive Director; and Mr. GU Yunchang, Mr. ZHANG Yongyue and Mr. TAN
Wee Seng as independent non-executive Directors.
9