HONG KONG, Sept. 22, 2019 /PRNewswire/ -- On 23 September 2019, Li & Fung Limited (the Company) announced an invitation to the holders (the Noteholders) of its US$750,000,000 5.250 per cent. notes due 13 May 2020 (the Notes) to offer to tender any and all such Notes for purchase by the Company for cash in accordance with the procedures, and upon the terms and subject to the conditions set forth in, the tender offer memorandum (as it may be amended or supplemented from time to time, the Tender Offer Memorandum) and subject to the offer restrictions referred to in "Offer and Distribution Restrictions" in the Tender Offer Memorandum. The invitation to tender the Notes for purchase is referred to herein as the "Offer". Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offer
Description of the Notes
Amount Subject to
5.250 per cent. Notes due 13 May 2020
US$1,018.5 per US$1,000
Any and all
*Excluding accrued and unpaid interest on the Notes, if any, from (and including) the immediately preceding interest payment date for such Notes to (but excluding) the Tender Offer Settlement Date in each case determined in accordance with the terms and conditions of the Notes. Accrued and unpaid interest, if any, will be paid in accordance with the provisions set out herein and in the Tender Offer Memorandum.
Rationale for the Offer
The rationale for the Offer is for the Company to proactively address the Notes' maturity date on 13 May 2020, to continue its deleveraging and to optimise the Company's capital structure.
Expected Timetable of Events
The times and dates below are indicative only.
Times and Dates
(All times are London time)
Commencement of the Offer
23 September 2019
Expiration Deadline and Withdrawal Deadline
4.00 p.m. on 2 October 2019
Announcement of Results
3 October 2019
Tender Offer Settlement Date
Expected to be on 4 October 2019
New Issue Priority
The Company has announced a series of fixed income investor meetings commencing on 24 September 2019. Subject to market conditions and customary new issuance processes, a Regulation S only offering (a New Note Offering) of new senior unsecured debt securities (New Notes) under the Company's Medium Term Note and Perpetual Capital Securities Programme may be announced.
In the event a New Note Offering is announced prior to the Expiration Deadline, the Company will consider among other factors whether the relevant investor seeking an allocation of New Notes has, prior to pricing and allocation of the New Notes (which may be before the Expiration Deadline), validly tendered, or indicated a firm intention to tender, Notes pursuant to the Offer, with an intention to give preference to such eligible investors. Any such preference will be subject to the sole and absolute discretion of the Company and be applicable up to the aggregate principal amount of Notes tendered.
There can be no assurance that any New Note Offering will be announced prior to the Expiration Deadline (or at all). Therefore, there may not be any New Notes issued by the Company for which tendering Noteholders may receive an allocation preference.
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer. Copies of the Tender Offer Memorandum are available, subject to offer and distribution restrictions, on the Tender Offer Website: https://sites.dfkingltd.com/lifung
Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.
Citigroup Global Markets Limited
London E14 5LB
Attention: Liability Management
Telephone: +852 2501 2693 (Hong Kong)
+44 20 7986 9000 (London)
+1 212 723 6106 (New York)
The Hongkong and Shanghai Banking Corporation Limited
Level 17, HSBC Main Building
1 Queen's Road Central
+852 2822 4100 (Hong Kong)
+44 20 7992 6237 (London)
+1 212 525 5552 (United States)
Standard Chartered Bank
15/F, Two International Finance Centre, 8 Finance Street
+852 3983 8658 (Hong Kong)
+44 20 7885 5739 (London)
+65 6596 8807 (Singapore)
Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Information and Tender Agent.
D.F. King Limited
In Hong Kong:
Suite 1601, 16/F, Central Tower
65 Gresham Street
28 Queen's Road Central
London EC2V 7NQ
Central, Hong Kong
Telephone: +852 3953 7231
By Telephone: (+44) 20 7920 9700
SOURCE Li & Fung Limited
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