China CITIC Bank International Limited announces Offer to Purchase for Cash Any and All of the U.S.$500,000,000 Subordinated Fixed Rate Notes due 2020 (ISIN XS0520490672; Common Code 052049067) (the "Notes")
HONG KONG, Feb. 14, 2019 /PRNewswire/ -- China CITIC Bank International Limited (the "Company") hereby announces that it has commenced an offer to purchase (the "Offer") for cash any and all of the Notes validly tendered (and not validly withdrawn) by holders and accepted for purchase, on the terms and conditions set forth in the tender offer memorandum dated 14 February 2019 (the "Tender Offer Memorandum"). Capitalised terms used but not defined herein shall have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offer
The Offer has commenced today and will expire at 11:00 a.m. New York Time (4:00 p.m., London time) on 26 February 2019, unless extended (the "Expiration Time").
Holders who validly tender and do not validly withdraw their Notes and whose Notes are accepted for purchase by the Company pursuant to the Offer will receive a cash payment representing (i) a purchase price to be determined at 11:00 a.m., New York City time (4:00 p.m., London time) on 25 February 2019 in accordance with the terms set forth in the Tender Offer Memorandum (the "Tender Consideration") and (ii) any accrued and unpaid interest from the immediately preceding interest payment date up to, but excluding, 28 February 2019 (the "Accrued Interest").
The Offer is conditional on certain conditions, including the Company having priced, at or prior to the Expiration Time, a concurrent offering and issue of U.S. dollar-denominated Tier 2 subordinated notes (the "New Tier 2 Notes") on terms and conditions satisfactory to the Company in its reasonable judgement, including but not limited to, the amount of net proceeds raised in the proposed offering being sufficient to fund the aggregate Tender Consideration and aggregate Accrued Interest payable by the Company for Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offer (the "Financing Condition"). The Financing Condition may be waived by the Company at the Company's sole discretion at or prior to the Expiration Time.
The Offer is conditional on certain conditions and subject to applicable laws and limitations, each described in the Tender Offer Memorandum. The Company expressly reserves the right to amend, extend or, to the extent the conditions described therein are not satisfied or waived, terminate the Offer at any time at or prior to the Expiration Time.
Further Details
The terms of the Offer are more fully described in the Tender Offer Memorandum. For additional information regarding the conditions of the Offer, please refer to the Tender Offer Memorandum and its related documents.
The Company has appointed China CITIC Bank International Limited, Citigroup Global Markets Limited, The Hongkong and Shanghai Banking Corporation Limited and ICBC International Securities Limited as the Dealer Managers, and D.F. King as the Information and Tender Agent, with respect to the Offer.
Copies of the Tender Offer Memorandum and its related documents may be found on the website of Offer or may be requested from the Information and Tender Agent at:
Phone (London): |
+44 20 7920 9700 |
Phone (Hong Kong): |
+852 3953 7231 |
Email: |
|
Website: |
Any questions or requests for assistance concerning the Offer may be directed to the Dealer Managers at:
China CITIC Bank International Limited
Address: |
80 FL. International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong |
Phone: |
+852 3603 6846 |
Fax: |
+852 3603 4833 |
Email: |
Citigroup Global Markets Limited
Address: |
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom |
Phone: |
+852 2501 2693 (Hong Kong) |
+44 20 7986 9000 (London) |
|
+1 212 723 6106 (New York) |
|
Fax: |
+44 20 7986 1842 |
Email: |
The Hongkong and Shanghai Banking Corporation Limited
Address: |
Level 17, HSBC Main Building, 1 Queen's Road Central, Hong Kong |
Phone: |
+852 2822 4100 (Hong Kong) |
+44 20 7992 6237 (London) |
|
+1 212 525 5552 (New York) |
|
Email: |
ICBC International Securities Limited
Address: |
37/F ICBC Tower, 3 Garden Road, Central, Hong Kong |
Phone: |
+852 2683 3778 |
Fax: |
+852 2683 3340 |
Email: |
Important Information
This press release is neither an offer to purchase nor a solicitation to buy any Notes nor is it a solicitation for acceptance of the Offer. The Company is making the Offer only by, and pursuant to the terms of, the Tender Offer Memorandum and its related documents. The Offer is not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This press release must be read in conjunction with the Tender Offer Memorandum. None of the Dealer Managers, the Information and Tender Agent, the Trustee or the Company makes any recommendation as to whether the holders should tender Notes or participate in the Offer.
SOURCE China CITIC Bank International Limited
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