General Announcement::RESULTS OF (1) THE EXCHANGE OFFER AND CONSENT SOLICITATION AND (2) CONCURRENT CONSENT SOLICITATION

Issuer & Securities

Issuer/ Manager
CENTRAL CHINA REAL ESTATE LIMITED
Securities
CENT CHINA US$300M7.25%N230424 - XS1984473071 - KLYB
CENT CHINA US$200M7.25%N240716 - XS2102302200 - W7DB
CENT CHINA US$200M7.9%N231107 - XS2076398184 - JMMB
CENT CHINAUS$400M7.65%N230827 - XS2189387520 - KCZB
CENT CHINA US$300M7.25%N240813 - XS2215180550 - YH3B
CENT CHINA US$300M7.75%N240524 - XS2262030369 - XGNB
CENT CHINA US$260M7.5%N250714 - XS2282587414 - YUFB
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
19-Apr-2023 12:20:46
Status
New
Announcement Sub Title
RESULTS OF (1) THE EXCHANGE OFFER AND CONSENT SOLICITATION AND (2) CONCURRENT CONSENT SOLICITATION
Announcement Reference
SG230419OTHRI4E4
Submitted By (Co./ Ind. Name)
CCRE
Designation
Company Secretary
Description (Please provide a detailed description of the event in the box below)
Reference is made to the announcements of the Company dated April 3, 2023, April 13, 2023 and April 18, 2023 (the "Announcements"), the Exchange Offer and Consent Solicitation Memorandum dated April 3, 2023 (the "Exchange Offer and Consent Solicitation Memorandum") in relation to the Exchange Offer and Consent Solicitation and the Consent Solicitation Statement dated April 3, 2023 (the "Consent Solicitation Statement") in relation to the Concurrent Consent Solicitation. Capitalized terms used in this announcement shall have the same meaning ascribed to them in the Announcements, the Exchange Offer and Consent Solicitation Memorandum and the Consent Solicitation Statement.

The Exchange Offer and Consent Solicitation expired at 4:00 p.m., London time, on April 18, 2023. The Company hereby informs Eligible Holders that, as of the Exchange Expiration Deadline, US$237,275,000 of the outstanding April 2019 Notes, US$173,165,000 of the outstanding November 2019 Notes and US$348,013,000 of the outstanding June 2020 Notes, respectively, has been validly tendered for exchange. The Company has decided to waive the Minimum Acceptance Amount in accordance with the terms of the Exchange Offer and Consent Solicitation and to accept all validly tendered Exchange Notes pursuant to the Exchange Offer and Consent Solicitation.

Subject to the fulfillment or waiver of the conditions to the Exchange Offer and Consent Solicitation, including, among others, receiving the approval from NDRC for extending the validity period of the Certificate, the Company will issue US$237,275,000 in principal amount of the April 2025 Notes, US$173,165,000 in principal amount of the November 2025 Notes and US$348,013,000 in principal amount of the August 2025 Notes pursuant to the Exchange Offer on the Settlement Date, being on or about April 28, 2023. The April 2025 Notes will bear interest at 7.25% per annum, payable in arrears and will mature on or about April 28, 2025, unless earlier redeemed pursuant to the terms thereof. The November 2025 Notes will bear interest at 7.9% per annum, payable in arrears and will mature on or about November 7, 2025, unless earlier redeemed pursuant to the terms thereof. The August 2025 Notes will bear interest at 7.65% per annum, payable in arrears and will mature on or about August 27, 2025, unless earlier redeemed pursuant to the terms thereof.

Subject to consummation of the Exchange Offer and Consent Solicitation, Eligible Holders of the Exchange Notes validly accepted and exchanged in the Exchange Offer and Consent Solicitation will receive the applicable Exchange and/or Consent Consideration on the Settlement Date. Should the conditions to the Exchange Offer and Consent Solicitation not
be fulfilled or waived, the Company will not be able to consummate the Exchange Offer and Consent Solicitation, and will need to consider alternative options. Participating Eligible Holders are reminded that notwithstanding the above, the Exchange Notes generally will be blocked from the date of instruction until the earlier of (i) consummation and (ii) termination of the Exchange Offer and Consent Solicitation and will not be able to sell or otherwise transfer their interests in any tendered Exchange Notes during such time.

The Company is pleased to announce that it has received the Requisite Consents necessary to effect the Proposed Amendment with respect to each and every series of the Consent Notes.

As the Requisite Consents have been received, subject to the fulfillment or waiver of the conditions to the Concurrent Consent Solicitation, the Company and the Subsidiary Guarantors intend to execute the Supplemental Indentures with respect to the Consent Notes Indentures with the relevant Consent Notes Trustees as soon as practicable to give effect to the Proposed Amendment.

The Company currently expects any Consent Fee due will be paid on or about April 21, 2023, subject to the consummation of the Concurrent Consent Solicitation and satisfaction of the conditions for payment of the Consent Fee as set forth in Consent Solicitation Statement.

Please refer to the attachment for your more details.

Attachments

ew_00832Ann-19042023SG.pdf
Total size =92K