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, management, as well as financial statements. The Company does not intend to make any public offering of securities in the United States.

China Logistics Property Holdings Co., Ltd

中 國 物 流 資 產 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1589)

RESULTS OF THE EXCHANGE OFFER AND THE CONSENT SOLICITATION IN RELATION TO THE EXISTING NOTES (ISIN: XS1655056890; Common Code: 165505689)

Reference is made to the announcements of the Company dated September 5, 2019 and September 9, 2019 in respect of the Exchange Offer and the Consent Solicitation in relation to the Existing Notes (the "Announcements"). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as defined in the Announcements and the Exchange Offer and Consent Solicitation Memorandum (as applicable).

RESULTS OF THE CONSENT SOLICITATION

As set out in the Exchange Offer and Consent Solicitation Memorandum, the Consent Solicitation expired at 4:00 p.m., London time, on September 17, 2019. The Company is pleased to announce that the Requisite Consents have been validly received from (and not validly revoked by) the holders holding US$253,332,000 of the Existing Notes, representing approximately 84.44% of the aggregate principal amount of the Existing Notes, consisting of approximately 30.84% of the aggregate principal amount of the Existing Notes which holders have delivered consents only and approximately 53.60% of the aggregate principal amount of the Existing Notes validly tendered and accepted for exchange pursuant to the Exchange Offer.

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As the Requisite Consents have been obtained, on the Settlement Date (which is expected to occur on or about September 25, 2019), the Company, the direct and indirect subsidiaries of the Company guaranteeing the Existing Notes (the "Existing Notes Subsidiary Guarantors"), and Citicorp International Limited (the "Trustee") will enter into the Supplemental Indenture to evidence the Proposed Amendments to the 2020 Indenture. The Supplemental Indenture will become effective immediately upon execution by the Company, the Existing Notes Subsidiary Guarantors and the Trustee on the Settlement Date. Each present and future holder of the Existing Notes is/will be bound by the terms of the 2020 Indenture as amended by the Supplemental Indenture, whether or not such holder has delivered the Requisite Consents.

All holders of the Existing Notes who validly deliver a consent to the Proposed Amendments prior to the Consent Expiration Deadline and does not subsequently withdraw, and all Eligible Holders who validly tender the Existing Notes prior to the Exchange Expiration Deadline and does not subsequently withdraw, will be eligible to receive the Consent Fee of

  1. payment equal to US$0.50 for each US$1,000 principal amount of outstanding Existing Notes tendered or held by such holder, for providing such consent. In accordance with the terms set forth in the Exchange Offer and Consent Solicitation Memorandum, the Company will settle payment of the Consent Fee on the Settlement Date. The Company will pay an aggregate Consent Fee of US$126,666.

RESULTS OF THE EXCHANGE OFFER

As set out in the Exchange Offer and Consent Solicitation Memorandum, the Exchange Offer expired at 4:00 p.m., London time, on September 17, 2019. The Company is pleased to announce that, as of the Exchange Expiration Deadline, US$160,800,000 of the Existing Notes, representing approximately 53.60% of the aggregate principal amount of the Existing Notes, has been validly tendered for exchange pursuant to the Exchange Offer.

Subject to the terms and conditions of the Exchange Offer, the Company will accept such Existing Notes for exchange. With respect to the Existing Notes tendered for exchange, subject to the fulfillment or waiver of the conditions precedent to the Exchange Offer and taking into account the Exchange Consideration under the Exchange Offer, the Company expects to issue US$162,475,000 of the New Notes (which amount includes Capitalized Interest) pursuant to the Exchange Offer (the "New Exchange Notes").

On the Settlement Date, the Company will deliver US$162,475,000 in principal amount of New Exchange Notes and US$4,466.66 in cash in lieu of any fractional amount of the New Notes equal to the principal amount of the New Notes not issued (after rounding downward the amount of the New Notes to the nearest multiple of US$1,000) in full satisfaction of the Exchange Consideration to Eligible Holders whose Existing Notes have been validly tendered and accepted for exchange.

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Other terms and conditions of the Exchange Offer remain the same as announced in the Announcements. Eligible Holders should note that the issuance of the New Exchange Notes under the Exchange Offer remains subject to the fulfillment or waiver of the conditions precedent to the Exchange Offer.

PRINCIPAL TERMS OF THE NEW EXCHANGE NOTES

The following is a summary of certain provisions of the New Exchange Notes and the indenture governing the New Exchange Notes (the "New Exchange Notes Indenture"). This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the New Exchange Notes Indenture, the New Exchange Notes, and the Subsidiary Guarantees, and the JV Subsidiary Guarantees, if any.

Amount and Tenor

Subject to the fulfillment or waiver of the conditions precedent to the Exchange Offer, the Company will issue the New Exchange Notes with an aggregate principal amount of US$162,475,000. The New Exchange Notes will mature on September 25, 2021.

Offering Price

The offering price of the New Exchange Notes will be 100% of the principal amount of the New Exchange Notes.

Coupon Rate

The New Exchange Notes will bear interest from and including September 25, 2019 at a rate of 8.75% per annum, payable semi-annually in arrears on March 25 and September 25 in each year.

Ranking of the New Exchange Notes

The New Exchange Notes will be (1) general obligations of the Company; (2) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the New Exchange Notes; (3) pari passu in right of payment with all unsecured, unsubordinated Indebtedness of the Company (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law); (4) guaranteed by the Subsidiary Guarantors on a senior basis, subject to certain limitations described in the Exchange Offer and Consent Solicitation Memorandum; (5) effectively subordinated to any existing and future obligations of the Company that are secured by property or assets that do not secure the New Exchange Notes, to the extent of the value of the property or assets securing such obligations; and (6) effectively subordinated to all existing and future obligations of the subsidiaries of the Company which are not providing guarantees under the New Exchange Notes.

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Events of default

The events of default under the New Exchange Notes include, among others: (a) default in the payment of principal of (or premium, if any, on) the New Exchange Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any New Exchange Note when the same becomes due and payable, and such default continues for a period of 30 consecutive days; (c) default in the performance or breach of the provisions of certain covenants described in the Exchange Offer and Consent Solicitation Memorandum relating to consolidation, merger and sale of assets, or the failure by the Company to make or consummate an Offer to Purchase in the manner described in the Exchange Offer and Consent Solicitation Memorandum;

  1. the Company or any Restricted Subsidiary defaults in the performance of or breaches any other covenant or agreement in the New Exchange Notes Indenture or under the New Exchange Notes (other than a default specified in (a), (b) or (c) above) and such default or breach continues for a period of 30 consecutive days after written notice to the Company by the Holders of 25% or more in aggregate principal amount of the New Exchange Notes then outstanding or by the Trustee at the direction of such Holders; (e) there occurs with respect to any Indebtedness of the Company or any Restricted Subsidiary having an outstanding principal amount of US$15.0 million (or the Dollar Equivalent thereof) or more in the aggregate for all such Indebtedness of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (i) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and/ or (ii) the failure to make a principal payment when due; (f) one or more final judgments or orders for the payment of money are rendered against the Company or any Restricted Subsidiary and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed US$15.0 million (or the Dollar Equivalent thereof) (in excess of amounts which the Company's insurance carriers have unconditionally agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect; (g) an involuntary case or other proceeding is commenced against the Company or any Significant Restricted Subsidiary with respect to it or its debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Restricted Subsidiary or for any substantial part of the property and assets of the Company or any Significant Restricted Subsidiary and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days; or an order for relief is entered against the Company or any Significant Restricted Subsidiary under any applicable bankruptcy, insolvency or other similar law as now or hereafter in effect; (h) the Company or any Significant Restricted Subsidiary
  1. commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Restricted Subsidiary or for all or substantially all of the

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property and assets of the Company or any Significant Restricted Subsidiary or (iii) effects any general assignment for the benefit of creditors (other than, in each case under (ii), any of the foregoing that arises from any solvent liquidation or restructuring of a Significant Restricted Subsidiary in the ordinary course of business that shall result in the net assets of such Significant Restricted Subsidiary being transferred to or otherwise vested in the Company or any other Restricted Subsidiary on a pro rata basis or on a basis more favorable to the Company); and (i) any Subsidiary Guarantor or JV Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee or JV Subsidiary Guarantee or, except as permitted by the New Exchange Notes Indenture, any Subsidiary Guarantee or JV Subsidiary Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect.

If an Event of Default (other than an Event of Default specified in (g) or (h) above) occurs and is continuing under the New Exchange Notes Indenture, the Holders of at least 25% in aggregate principal amount of the New Exchange Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the written request of such Holders shall (subject to the Trustee being indemnified and/or secured to its satisfaction), declare the principal of, premium, if any, and accrued and unpaid interest on the New Exchange Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued and unpaid interest shall be immediately due and payable. If an Event of Default specified in (g) or (h) above occurs with respect to the Company or any Significant Restricted Subsidiary, the principal of, premium, if any, and accrued and unpaid interest on the New Exchange Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

Covenants

The New Exchange Notes, the New Exchange Notes Indenture and the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) will limit the Company's ability and the ability of its Restricted Subsidiaries to, among other things:

  1. incur or guarantee additional indebtedness and issue disqualified or preferred stock;
  2. declare dividends on their capital stock or purchase or redeem capital stock;
  3. make investments or other specified restricted payments;
  4. issue or sell capital stock of Restricted Subsidiaries;
  5. guarantee indebtedness of Restricted Subsidiaries;
  6. sell assets;

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  1. create liens;
  2. enter into sale and leaseback transactions;
  3. enter into transactions with shareholders or affiliates; and
  4. effect a consolidation or merger.

Optional Redemption of the New Exchange Notes

At any time prior to September 25, 2020 the Company may at its option redeem the New Exchange Notes, in whole or but not in part, at a redemption price equal to 100% of the principal amount of the New Exchange Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including) the redemption date. At any time prior to September 25, 2021 the Company may redeem up to 35% of the aggregate principal amount of the New Exchange Notes with the Net Cash Proceeds of one or more sales of Common Stock of the Company in an Equity Offering at a redemption price of 108.75% of the principal amount of the New Exchange Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date, subject to certain conditions. On or after September 25, 2020 but prior to March 25, 2021, and on or after March 25, 2021, the Company may at its option redeem the New Exchange Notes, in whole or in part, at the respective redemption prices (expressed as percentages of principal amount) as set forth in the Exchange Offer and Consent Solicitation Memorandum.

Listing

The Company will seek a listing of the New Notes on the Stock Exchange. A formal application will be made for the listing of, and permission to deal in, the New Notes to be issued to professional investors only on the Stock Exchange as described in the Exchange Offer and Consent Solicitation Memorandum. Admission of the New Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company, the Existing Notes or the New Notes.

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FURTHER DETAILS

For a detailed statement of the terms and conditions of the Exchange Offer and the Consent Solicitation, holders of the Existing Notes should refer to the Exchange Offer and Consent Solicitation Memorandum.

The Company has mandated Morgan Stanley, UBS* and AMTD Global Markets Limited as the Dealer Managers in relation to the Exchange Offer and the Consent Solicitation. The Company has also retained D.F. King as the Information and Exchange Agent for the Exchange Offer and as the Information and Tabulation Agent for the Consent Solicitation. To contact D.F. King in London, +44 20 7920 9700 and in Hong Kong, +852 3953 7230 or via email at chinalogistics@dfkingltd.com.

This announcement and all documents related to the Exchange Offer and Consent Solicitation (including, without limitation, the Exchange Offer and Consent Solicitation Memorandum) are available via the Exchange and Consent Website: https://sites.dfkingltd.com/chinalogistics.

GENERAL

The New Notes have not been registered under the U.S. Securities Act, or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This announcement is not 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 elsewhere. 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.

*UBS is incorporated in Switzerland with limited liability

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The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. Forward looking statements in this announcement, including, among others, those statements relating to the Exchange Offer and the Consent Solicitation 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 Existing Notes and/or the New Notes, changes in the business and financial condition of the Company and its subsidiaries, changes in the premium logistics facilities industry and changes in the capital markets in general.

The distribution of the Exchange Offer and Consent Solicitation Memorandum is restricted by law in certain jurisdictions. Persons who come into possession of the Exchange Offer and Consent Solicitation Memorandum are required to inform themselves of and to observe any of these restrictions. The Exchange Offer and Consent Solicitation Memorandum does not constitute, and may not be used in connection with, an offer to buy Existing Notes or New Notes or a solicitation to sell Existing Notes by anyone in 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.

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Shareholders, holders of the Existing Notes and potential investors should note that completion of the Exchange Offer and the Consent Solicitation are subject to the fulfillment or waiver of the conditions precedent to the Exchange Offer and the Consent Solicitation as set forth in the Exchange Offer and Consent Solicitation Memorandum and summarized in the Announcements. No assurance can be given that the Exchange Offer and the Consent Solicitation will be completed and the Company reserves the right, at its sole and absolute discretion, to extend, amend, withdraw or terminate the Exchange Offer and the Consent Solicitation with or without conditions. The Company may, at its sole discretion, amend or waive certain of the conditions precedent to the Exchange Offer and the Consent Solicitation and any of the terms and conditions of the Exchange Offer and Consent Solicitation. As the Exchange Offer and the Consent Solicitation may or may not proceed, shareholders, holders of the Existing Notes and potential investors should exercise caution when dealing in the shares of the Company or the Existing Notes.

By Order of the Board

China Logistics Property Holdings Co., Ltd

中國物流資產控股有限公司

LI Shifa

Chairman

Hong Kong, September 18, 2019

As at the date of this announcement, Mr. Li Shifa, Mr. Wu Guolin, Ms. Li Huifang, Mr. Chen Runfu, Mr. Cheuk Shun Wah, Ms. Shi Lianghua and Mr. Xie Xiangdong are the executive Directors; Mr. Huang Xufeng, Ms. Li Qing and Mr. Fu Bing are the non-executive Directors; and Mr. Guo Jingbin, Mr. Fung Ching Simon, Mr. Wang Tianye, Mr. Leung Chi Ching Frederick and Mr. Chen Yaomin are the independent non-executive Directors of the Company.

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CLPH - China Logistics Property Holdings Co. Ltd. published this content on 18 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2019 04:16:02 UTC