Jiayuan International Group Limited
Jiayuan International Group Limited: Exchange Offer for Outstanding Senior Notes
Jiayuan International Group Limited / Key word(s): Miscellaneous Jiayuan International Group Limited Jiayuan International Group Limited: Ad-hoc-disclosure according to Article 17 Market Abuse Directive: – Exchange Offer for Outstanding Senior Notes Hong Kong, 18 April 2019 – Jiayuan International Group Limited (the “Issuer“) today launches an offer to exchange (the “Exchange Offer“) all of the outstanding 10.00% senior notes due 2019 (the “Existing Notes“) for the Issuer’s new debt securities (the “New Notes“) upon the terms and subject to the conditions set forth in the exchange offer memorandum dated 18 April, 2019 (the “Exchange Offer Memorandum“). In addition to the New Notes to be issued in connection with the Exchange Offer, the Issuer is concurrently conducting an offering of additional New Notes in an amount of US$65,000,000 (such offering, the “Concurrent New Money Issuance”). The Exchange Offer will be settled only if (i) all of the Existing Notes are validly tendered and accepted and (ii) the Concurrent New Money Issuance is entirely consummated. Immediately following the settlement of the Exchange Offer and the Concurrent New Money Issuance, the aggregate principal amount of the New Notes will be US$225,000,000. The additional New Notes issued in the Concurrent New Money Issuance will be on the same terms and form a single series with the corresponding New Notes issued in connection with the Exchange Offer. Placing of the Concurrent New Money Issuance is expected to occur as soon as practicable after the Exchange Expiration Deadline (as defined below). However, there can be no assurance that the Concurrent New Money Issuance will be placed at all or that the Exchange Offer will be settled at all. The New Notes will be senior obligations of the Issuer, guaranteed by Jiayuan Investment Management Limited, Guo Xiang Property Co., Limited and Hong Kong Jia Yuan Holdings Limited. The Exchange Offer will commence on 18 April, 2019 and will expire at 4:00 p.m., London Time on 26 April, 2019, unless extended or earlier terminated at our sole discretion (the “Exchange Expiration Deadline“). All documents related to the Exchange Offer will be made available, subject to eligibility, on the Exchange Website: https://sites.dfkingltd.com/jiayuan/. Contact: Important Information This notice does not constitute an offer to sell, or a solicitation of an offer to buy, any New Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the securities laws of any state of the United States or other jurisdiction. The exchange offer described in the Exchange Offer Memorandum is not being made, directly or indirectly, in or into the United States, or by the use of mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, e-mail and other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States and no exchange offer may be made by any such use, means, instrumentality from or within the United States. The distribution of the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Holders of Existing Notes and any other person into whose possession the Exchange Offer Memorandum comes are required by the Issuer and D.F. King to inform themselves about, and to observe, any such restrictions.
18-Apr-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
Language: | English |
Company: | Jiayuan International Group Limited |
Suite 1403, 9 Queen’s Road Central | |
Central Hong Kong | |
Hong Kong SAR | |
Phone: | +852-3951 8888 |
Fax: | +852-3951 8899 |
E-mail: | info@hkjiayuan.com.hk |
Internet: | www.jiayuanintl.com |
ISIN: | XS1892694982 |
WKN: | A2RTAJ |
Listed: | Regulated Unofficial Market in Frankfurt |
EQS News ID: | 801571 |
End of Announcement | DGAP News Service |