General Announcement::AMENDMENT TO OFFER TO PURCHASE THE OUTSTANDING 9.50% SENIOR NOTES DUE 2021

Issuer & Securities

Issuer/ Manager
YANGO JUSTICE INTERNATIONAL LIMITED
Securities
YANGO JUST US$250M9.5%N210403 - XS1973241125 - LUQB
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
13-Nov-2020 21:35:23
Status
New
Announcement Sub Title
AMENDMENT TO OFFER TO PURCHASE THE OUTSTANDING 9.50% SENIOR NOTES DUE 2021
Announcement Reference
SG201113OTHRA3X2
Submitted By (Co./ Ind. Name)
YANGO JUSTICE INTERNATIONAL LIMITED
Designation
Senior Finance Manager
Effective Date and Time of the event
13/11/2020 21:36:00
Description (Please provide a detailed description of the event in the box below)
AMENDMENT TO OFFER TO PURCHASE
THE OUTSTANDING 9.50% SENIOR NOTES DUE 2021
(ISIN: XS1973241125, COMMON CODE: 197324112)

MAXIMUM ACCEPTANCE AMOUNT AND PRORATION
The Company and the Parent Guarantor announce that the Offer will be amended such that they intend to purchase for cash an aggregate principal amount of the Notes validly tendered up to a maximum acceptance amount (the Maximum Acceptance Amount ), which they may determine and may be subject to increase or decrease in their sole and absolute discretion. It is the current intention of the Company and the Parent Guarantor that the Maximum Acceptance Amount will be US$110,000,000, although the Company and the Parent Guarantor reserve the right, in their sole discretion, to accept significantly more than or significantly less than such amount, or to accept or reject validly tendered Notes, for purchase pursuant to the Offer.

If the aggregate principal amount of Notes validly tendered is greater than the Maximum Acceptance Amount, the Company and the Parent Guarantor will accept tenders of Notes for purchase on a pro rata basis such that the aggregate principal amount of Notes accepted for purchase is no greater than the Maximum Acceptance Amount. Such pro rata application will be performed by accepting (in respect of each relevant Tender Instruction) that proportion of Notes validly tendered which is equal to the Maximum Acceptance Amount divided by the aggregate principal amount in respect of all Notes validly tendered, subject to rounding and as described in the following paragraph.

In the event of any such proration, the Company and the Parent Guarantor will round downward, if necessary, to ensure all purchases of Notes will be in a minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof. However, the Company and the Parent Guarantor may elect to accept or reject such tender of Notes in full if application of proration will otherwise result in either (i) the Company and the Parent Guarantor accepting Notes from any Eligible Holder in a principal amount of less than US$200,000 or (ii) the principal amount of Notes not purchased due to pro rata application being less than US$200,000. All Notes not accepted as a result of proration will be returned to the Eligible Holders. Any Eligible Holder that gives instructions on behalf of a beneficial owner must give separate instructions with respect to each of its beneficial owners, each equal to the minimum tender amount of US$200,000, and integral multiples of US$1,000 in excess thereof.

If proration of tendered Notes is required, the Company and the Parent Guarantor will determine the final proration factor as soon as reasonably practicable following the Expiration Deadline.

Separate Tender Instructions must be submitted on behalf of each individual beneficial owner due to potential proration.

EXTENSION OF EXPIRATION DEADLINE AND SETTLEMENT DATE
The Expiration Deadline will be extended to 4:00 p.m. (London time) on November 18, 2020.
The Settlement Date will be extended to on or about November 20, 2020.

REVOCATION RIGHTS
In the opinion of the Company and the Parent Guarantor, the amendment concerning the Maximum Acceptance Amount described above may be materially prejudicial to Eligible Holders of the Notes. As such, if and to the extent that any Eligible Holders have submitted tenders of Notes, the revocation rights described in the Offer to Purchase shall apply. Therefore such Tender Instructions may be revoked at any time from the date and time of this announcement until 4:00pm (London time) on the second Business Day following this announcement (subject to the earlier deadlines required by the Clearing Systems and any intermediary through which Eligible Holders hold their Notes). For the avoidance of doubt, such revocation rights only apply to tenders of Notes that have been submitted prior to this announcement.

Attachments

Inception II - Announcement to amend the Offer to Purchase.pdf
Total size =203K