CapitaLand gets early consents to amend three convertibles series

By Marisa Wong

Los Angeles, April 23 – CapitaLand Ltd. announced the early consent deadline results of its tender offers and consent solicitations launched on April 7.

CapitaLand is conducting separate tender offers and corresponding consent solicitations for its S$1 billion 2.95% convertible bonds due 2022 (ISIN: XS0303539786), S$800 million 1.95% convertible bonds due 2023 (ISIN: XS0974088402) and S$650 million 2.8% convertible bonds due 2025 (ISIN: XS1234197074).

Under each of the offers, CapitaLand is inviting holders to tender any and all of the bonds for purchase for cash and approve some changes to the terms of the bonds.

For each bond series, the company is seeking to remove the requirement to maintain a listing of its shares on the Singapore Exchange Securities Trading Ltd. and to amend the redemption price and threshold for issuing a clean-up call.

For each bond series, if the clean-up call amendment is approved and the amount of bonds outstanding after settlement of the tender offer is less than the amended threshold, the company intends to exercise the clean-up call for that series.

Holders tendering their notes will be deemed to have consented to the proposed amendments.

As of the early consent deadline at 8:45 a.m. ET on April 20, the issuer had received sufficient consents to amend each of the bond series.

2022 offer

As of April 7, there was S$326.75 million of the 2022 bonds outstanding.

CapitaLand is offering to purchase the bonds at 103.

The company is proposing to amend the clean-up call threshold to S$250 million.

A bondholders’ meeting is scheduled to be held at 5 a.m. ET on April 29. A second meeting will be held at 5:45 a.m. ET that same day.

As of the early consent deadline, holders of more than 80% of the outstanding 2022 bonds had delivered tender instructions and voting instructions to have their votes cast in favor of the extraordinary resolution. Based on these tender and voting instructions, the quorum required for both meetings will be met, and the extraordinary resolutions will be passed.

2023 offer

There is currently S$199.25 million of the 2023 bonds outstanding.

CapitaLand is offering to purchase the bonds at 101.4.

The company is proposing to amend the clean-up call threshold to S$200 million.

A bondholders’ meeting is scheduled to be held at 6:30 a.m. ET on April 29. A second meeting will be held at 7:15 a.m. ET that same day.

As of the early consent deadline, holders of more than 90% of the outstanding 2023 bonds had delivered tender instructions and voting instructions to have their votes cast in favor of the extraordinary resolution. Based on these tender and voting instructions, the quorum required for both meetings will be met, and the extraordinary resolutions will be passed.

2025 offer

As of the start of the offer, all S$650 million of the 2023 bonds are outstanding.

CapitaLand is offering to purchase the bonds at 105.1.

The company is proposing to amend the clean-up call threshold to S$162.5 million.

A bondholders’ meeting is scheduled to be held at 8 a.m. ET on April 29. A second meeting will be held at 8:45 a.m. ET that same day.

As of the early consent deadline, holders of more than 90% of the outstanding 2025 bonds had delivered tender instructions and voting instructions to have their votes cast in favor of the extraordinary resolution. Based on these tender and voting instructions, the quorum required for both meetings will be met, and the extraordinary resolutions will be passed.

More details

The company is offering an early consent fee for tenders submitted by the early consent deadline.

The offers expire at 8:45 a.m. ET on April 27.

Settlement is slated for May 4.

J.P. Morgan (SEA) Ltd. is dealer manager for each of the offers, and Lynchpin Bondholder Management Ltd. is tender and tabulation agent.

The real estate group is based in Singapore.

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