SHANDONG HI-SPEED HOLDINGS GROUP LIMITED 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.
(incorporated in Bermuda with limited liability)
( S t o ck C o d e: 4 1 2)
DISCLOSEABLE TRANSACTION
- NOVATION OF LOAN; AND
- TOTAL RETURN SWAP
THE PROPOSED LOAN NOVATION AND TRS TRANSACTION
Reference is made to the announcements of the Company dated 8 September 2020 and 15 September 2020 in relation to (i) novation of loan pursuant to the Amendment Agreement (Thriving Achieve); and (ii) total return swap transaction pursuant to the TRS Agreement (Thriving Achieve).
The Board is pleased to announce that, after trading hours on 13 May 2021, CSH Capital HK entered into the following agreements:
- the Amendment Agreement with the Borrower as borrower, the Guarantor as guarantor and the Reference Asset Issuer as the new lender in relation to, inter alia, the proposed Loan Novation at the consideration of US$125,000,000 (being approximately HK$975,000,000); and
- the TRS Agreement with Nomura Singapore in relation to the TRS Transaction with a notional amount of US$125,000,000 (being approximately HK$975,000,000).
Upon Completion, CSH Capital HK is released from any further obligations under the Finance Documents to be performed on or after the date of Completion.
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LISTING RULES IMPLICATIONS
Since the Amendment Agreement is entered into within 12 months after the entering into of the Amendment Agreement (Thriving Achieve), the transaction contemplated under the Amendment Agreement shall be aggregated together with the transaction contemplated under the Amendment Agreement (Thriving Achieve) pursuant to Rule 14.22 of the Listing Rules.
Since the TRS Agreement is entered into within 12 months after the entering into of the TRS Agreement (Thriving Achieve), the transaction contemplated under the TRS Agreement shall be aggregated together with the transaction contemplated under the TRS Agreement (Thriving Achieve) pursuant to Rule 14.22 of the Listing Rules.
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of (i) the proposed Loan Novation when aggregated with the Amendment Agreement (Thriving Achieve) which were conducted within 12 months of the Loan Novation; and (ii) the TRS Transaction when aggregated with the TRS Agreement (Thriving Achieve) which were conducted within 12 months of the TRS Transaction, exceed(s) 5% but less than 25%, (i) the proposed Loan Novation together with the Amendment Agreement (Thriving Achieve); and (ii) the TRS Transaction together with the TRS Agreement (Thriving Achieve) each constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
As completion of the proposed Loan Novation is subject to the fulfillment of conditions precedent as set out in the Amendment Agreement, the proposed Loan Novation may or may not proceed. Shareholders and potential investors of the Company should exercise caution in dealing in the shares of the Company.
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INTRODUCTION
Reference is made to the announcements of the Company dated 8 September 2020 and
15 September 2020 (collectively the "Announcements") in relation to (i) novation of loan pursuant to the Amendment Agreement (Thriving Achieve); and (ii) total return swap transaction pursuant to the TRS Agreement (Thriving Achieve).
The Board is pleased to announce that, after trading hours on 13 May 2021, CSH Capital HK entered into the following agreements:
- the Amendment Agreement with the Borrower as borrower, the Guarantor as guarantor and the Reference Asset Issuer as the new lender in relation to, inter alia, the proposed Loan Novation at the consideration of US$125,000,000 (being approximately HK$975,000,000); and
- the TRS Agreement with Nomura Singapore in relation to the TRS Transaction with a notional amount of US$125,000,000 (being approximately HK$975,000,000).
- THE PRINCIPAL TERMS OF THE PROPOSED LOAN NOVATION
A summary of the principal terms of the proposed Loan Novation is set out as follows:
Parties: | (1) | CSH Capital HK as existing lender; |
(2) | the Borrower as borrower; | |
(3) | the Guarantor as guarantor; and | |
(4) | the Reference Asset Issuer as new lender. | |
Trade date: | 13 May 2021 | |
Transferred loan | US$125,000,000 (being approximately HK$975,000,000), | |
commitment: | being CSH Capital HK's total loan commitment and the | |
entire outstanding principal amount under the Facility | ||
Agreement ("Transferred Loan Commitment") |
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Assets to be novated all of lender's rights and obligations under the Facility
("Charged Asset"): Agreement and other Finance Documents which relate to the Transferred Loan Commitment
Consideration: US$125,000,000 (being approximately HK$975,000,000), which shall be paid by Nomura Singapore on behalf of the Reference Asset Issuer from the proceeds of the Reference Facility-Backed Note (as defined below) on or around 20 May 2021 ("Settlement Date").
Conditions precedent: Completion is subject to and conditional upon the Reference Asset Issuer having obtained, inter alia, all necessary constitutional documents and board resolutions of the Borrower and the Guarantor.
Effective date: The date the above conditions precedent are satisfied, which is on the Settlement Date.
Upon Completion, CSH Capital HK is released from any further obligations under the Finance Documents to be performed on or after the date of Completion.
The Transferred Loan Commitment shall form the underlying asset for the Repackaging Transaction. For more information, please refer to the section headed "REPACKAGING TRANSACTION" below.
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(ii) THE PRINCIPAL TERMS OF THE TRS TRANSACTION
A summary of the principal terms of the TRS Transaction is set out as follows:
Parties: | (1) CSH Capital HK; and |
(2) Nomura Singapore | |
Trade date: | 13 May 2021 |
Effective date: | Settlement Date |
Reference asset: | The series 2021 facility agreement-backed notes |
in the principal amount of US$125,000,000 (being | |
approximately HK$975,000,000) issued by the | |
Reference Asset Issuer on or around the Settlement | |
Date ("Reference Facility-Backed Note"). Proceeds | |
of the Reference Facility-Backed Note will be used to | |
purchase the Charged Asset. |
Notional amount of the Reference Facility-Backed Note:
Initial exchange:
U S $ 1 2 5 , 0 0 0 , 0 0 0 ( b e i n g a p p r o x i m a t e l y HK$975,000,000) ("Notional Amount")
On the Settlement Date, CSH Capital HK will pay to Nomura Singapore a sum that is equal to 45% times the Notional Amount (i.e. US$56,250,000 (being approximately HK$438,750,000)) ("Initial Exchange Amount").
Floating rate payment On each Floating Amount Payment Date (as defined
by CSH Capital HK below), CSH Capital HK will pay to Nomura Singapore ("Floating Rate Payment interest on an amount, being 55% times the Notional
By CSH Capital HK"): Amount (i.e. US$68,750,000 (being approximately HK$536,250,000)), calculated based on the USD 3-month LIBOR plus a spread of 3.20% per annum.
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China Shandong Hi-Speed Financial Group Limited published this content on 13 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 16:50:04 UTC.
