Hong Kong's Shui On consent solicitations passing at early deadline

By Angela McDaniels

Tacoma, Wash., Dec. 5 - Shui On Land Ltd. announced the early results of its consent solicitations to amend the indentures of four series of notes.

As of the early consent deadline, 4 a.m. ET on Dec. 5, holders had delivered consents for

• RMB 3,294,800,000, or 94.44%, of the dollar-settled 7 5/8% senior notes due 2015 issued by Shui On Development (Holding) Ltd.;

• $746.03 million, or 85.6%, of the 9¾% senior notes due 2015 issued by Shui On Development (Holding);

• S$220.97 million, or 88.39%, of the 8% senior notes due 2015 issued by Shui On Development (Singapore) Pte. Ltd.; and

• $462,611,000, or 92.52%, of the 10 1/8% senior perpetual capital securities callable 2017 issued by Shui On Development (Holding).

The consent solicitations began Nov. 20 and will expire at 4 a.m. ET on Dec. 10.

The proposed amendments affect covenants relating to restricted payments, liens, asset sales and transactions with shareholders and affiliates and will give Shui On flexibility to carry out an investment agreement with Canada's Brookfield Property Partners.

The company announced in October that Brookfield agreed to invest $500 million in Shui On's subsidiary, China Xintiandi Holding Co. Ltd., in exchange for convertible perpetual securities issued by the subsidiary and warrants for Shui On shares.

Shui On Development offered an early consent payment of RMB 1,500 per RMB 100,000 principal amount of 7 5/8% notes and $15.00 per $1,000 principal amount of 9¾% notes to holders who deliver their consents by the early consent deadline.

Holders who deliver their consents after the early deadline but on or prior to the expiration date will receive the base consent payment of RMB 750 per RMB 100,000 of 7 5/8% notes and $7.50 per $1,000 of 9¾% notes.

Shui On Singapore will pay an early consent payment of S$15.00 per S$1,000 of 8% notes to holders who deliver their consents by the early consent deadline and a base consent payment of S$7.50 per S$1,000 to holders delivering consents after the early deadline.

The consent payment and approval of the proposed amendments are conditioned on the receipt of consents from a majority in principal amount of each class of notes.

The consent solicitation for the 10 1/8% perpetual securities is being conducted in the form of an extraordinary resolution at a holders' meeting on Dec. 12.

The quorum at the meeting is at least two persons representing holders of over 50% of the outstanding securities, and the extraordinary resolution requires a majority of at least 75% of the votes cast.

If the resolution passes, Shui On Development will pay holders who voted in favor of the amendments a consent solicitation fee. Holders who delivered their consent instructions by 4 a.m. ET on Dec. 5 will receive an early consent fee of $15.00 per security, and holders delivering their voting instructions after the early deadline but before 4 a.m. ET on Dec. 10, the expiration deadline, will receive the base consent fee of $7.50 per security.

The solicitation agents are J.P. Morgan Securities plc (liability_management_asia@jpmorgan.com or 852 2800 7662) and Standard Chartered Bank (Asia-liability.Management@sc.com or 852 3983 8648). D.F. King & Co., Inc. (sol@king-worldwide.com, 44 207 920 9700 or 212 269-5550) is the tabulation and information agent.

Shui On Land is a Hong Kong-based property development company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.