New Issue: Nanyang Commercial Bank prices $300 million 7.35% subordinated capital securities

By William Gullotti

Buffalo, N.Y., March 8 – Nanyang Commercial Bank, Ltd. priced $300 million 7.35% non-cumulative subordinated additional tier 1 capital securities (Ba2) at par, according to a listing notice with an appended offering circular on Wednesday.

The starting interest rate will reset on March 7, 2028 to Treasuries plus 315.8 basis points and will likewise reset on each distribution date until redemption. The bank may elect to suspend or cancel distribution payments without triggering an event of default.

The securities can be redeemed at the issuer’s option at par on or after the reset date. Multiple triggering events exist which may also cause early redemption, including taxation reasons, tax deduction reasons and regulatory reasons.

The securities are subordinated and the occurrence of a non-viability or winding-up event could mean that the principal amount of the notes, interest and additional amounts, could be permanently reduced or written off.

Nanyang Commercial Bank, BOC International, BofA Securities, ABC International, China Securities International, CCB International, Cinda International, Central China International, ICBC International, UBS, CMB Wing Lung Bank Ltd., Bocom International, Bank of China (Hong Kong), BNP Paribas, China Citic Bank International, China Everbright Bank Hong Kong Branch, China Galaxy International, China Industrial Securities International, China International Capital Corp., Citic Securities, Citigroup, CMBC Capital, CMB International, CNCB Capital, Credit Agricole CIB, GF Securities, Guotai Junan International, Haitong International, HSBC, Huatai International, JPMorgan, Natixis, SMBC Nikko, SPDB International and Standard Chartered Bank are the joint lead managers and joint bookrunners for the offering.

Nanyang Commercial, BOC, BofA, ABC, China Securities, CCB, Cinda and Central China are also acting as joint global coordinators.

Proceeds from the Regulation S offering will be used to supplement the bank’s additional tier 1 capital.

Listing for the securities is expected on the Hong Kong Exchange effective March 8.

Nanyang Commercial is a Hong Kong-based bank.

Issuer:	Nanyang Commercial Bank, Ltd.
Amount:	$300 million
Issue:	Non-cumulative subordinated additional tier 1 capital securities
Tenor:	Perpetual
Bookrunners:	Nanyang Commercial Bank, BOC International, BofA Securities, ABC International, China Securities International, CCB International, Cinda International, Central China International, ICBC International, UBS, CMB Wing Lung Bank Ltd., Bocom International, Bank of China (Hong Kong), BNP Paribas, China Citic Bank International, China Everbright Bank Hong Kong Branch, China Galaxy International, China Industrial Securities International, China International Capital Corp., Citic Securities, Citigroup, CMBC Capital, CMB International, CNCB Capital, Credit Agricole CIB, GF Securities, Guotai Junan International, Haitong International, HSBC, Huatai International, JPMorgan, Natixis, SMBC Nikko, SPDB International and Standard Chartered Bank
Trustee:	Bank of New York Mellon, London Branch
Counsel to issuer:	Linklaters (England, Hong Kong), King & Wood Mallesons (China)
Counsel to underwriters:	Allen & Overy (England, Hong Kong), Haiwen & Partners (China)
Coupon:	7.35% until March 7, 2028; resets to Treasuries plus 315.8 bps and will likewise reset on each distribution date until redemption; distribution payments may be suspended or canceled without triggering an event of default
Price:	Par
Call:	At the option of the issuer, starting March 7, 2028 and on every interest payment date thereafter, at par plus interest; multiple conditional calls at any time triggered by tax reasons, tax deduction reasons, regulatory reasons
Pricing date:	Feb. 28
Issue date:	March 7
Listing date:	March 8
Rating:	Moody’s: Ba2
Distribution:	Regulation S
ISIN:	XS2587421681

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