Important Notice on Electronic Transmission
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IMPORTANT NOTICE ON ELECTRONIC TRANSMISSION NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the Preliminary Offering Circular following this page, so far as you have received it via electronic transmission and you are therefore advised to read this carefully before reading, accessing or making any other use of the preliminary offering circular. In accessing the preliminary offering circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING PRELIMINARY OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this Preliminary Offering Circular or make an investment decision with respect to the Bonds, investors must not be a U.S. person (within the meaning of Regulation S under the Securities Act) nor acting on behalf or for the account of a U.S. person. This Preliminary Offering Circular is being sent at your request and by accepting the e-mail and accessing this Preliminary Offering Circular, you shall be deemed to have represented to us that (1) you and any customers you represent are not a U.S. person and that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S. and (2) you consent to the delivery of such Preliminary Offering Circular by electronic transmission. You are reminded that this Preliminary Offering Circular has been delivered to you on the basis that you are a person into whose possession this Preliminary Offering Circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Preliminary Offering Circular to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. If this Preliminary Offering Circular has been sent to you in or via an electronic form, you are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither Timex nor the Lead Arranger nor any person who controls them or any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Preliminary Offering Circular distributed to you in electronic format and any hard copy version that may be sent to you or that is available to you on request from the Lead Arranger. y r ina m PRELIMINARY l without u OFFERING CIRCULAR preli DATED 14 JANUARY 2008 CONFIDENTIAL This be unlawf form. sale would d in final vere tion or deli solicita Tin Nghia Company Limited r or e f of (established in Vietnam as a state-owned enterprise pursuant to Decision No.431-QD/TU of ng Circular is the Dong Nai Provincial Party Committee) e the VND BILLION % BONDS DUE ntil the Offeri sdiction wher i Issue Price: per cent. ny jur not sell bonds u y a e bonds in a The Vietnamese dong-denominated % bonds due (the “Bonds”) will constitute senior, direct and unsecured obligations of Tin Nghia Company Limited (the “Issuer” and mex m i T "Timex") and will rank pari passu among themselves and equally with other unsecured obligations of the Issuer. anyone to buy thes changed. The Bonds will bear interest at % per year. Interest on the Bonds will be paid annually in e om y b arrears on in each year, the first payment of interest is to be made on . a r fr e f Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed at their and m principal amount on . lete p For a discussion of certain factors that should be considered by prospective investors, see “Risk Factors”. not com is is not soliciting an of THE OFFERING CIRCULAR AND ITS CONTENTS, OR ANY INFORMATION WHICH IS MADE x ular e c AVAILABLE IN CONNECTION WITH ANY FURTHER ENQUIRIES, MUST BE HELD IN m ch jurisdiction. i u T COMPLETE CONFIDENCE. THIS OFFERING CIRCULAR HAS NOT BEEN AND WILL NOT BE ng cir of s i r APPROVED BY ANY REGULATORY AUTHORITY IN VIETNAM OR ANY AGENCY OR and e f f MINISTRY OF THE GOVERNMENT OF VIETNAM. y o THE BONDS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED inar STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE ecurities laws s elim SUBJECT TO UNITED STATES TAX LAW REQUIREMENTS. THE BONDS ARE BEING to sell these bonds, OFFERED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER fer THE SECURITIES ACT (“REGULATION S”), AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A fication under the i not an of TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ular is ation contained in this pr c rm o ng cir i r e e inf f h registration or qual T of LEAD ARRANGER The date of this Offering Circular is IMPORTANT INFORMATION Timex accepts full responsibility for the information contained in this Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief, all information in this document is in accordance with the facts and there are no other facts the omission of which would make any statement herein misleading. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by Timex and BNP Paribas, Ho Chi Minh City Branch (the "Lead Arranger") to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the Bonds nor to distribute this Offering Circular in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Bonds and the circulation of documents relating thereto, in certain jurisdictions including the United States of America, the United Kingdom, Hong Kong, Singapore and Vietnam, see “Notice to Investors”. No person has been or is authorised to give any information or to make any representation concerning Timex or the Bonds other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorised by Timex or any of its advisors. Neither the delivery of this Offering Circular nor any offering, sale or delivery made in connection with the issue of the Bonds shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in the affairs of Timex since the date hereof or create any implication that the information contained herein is correct as at any date subsequent to the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of Timex or any of its advisors to subscribe for or purchase, any of the Bonds and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. The Lead Arranger has not independently verified the information contained herein, and no representation or warranty is made by the Lead Arranger as to the accuracy, completeness or sufficiency of the information contained in this Offering Circular. This Offering Circular is not intended to provide the basis of any credit or other evaluation, nor should it be considered as a recommendation by Timex or the Lead Arranger that any recipient of this Offering Circular should purchase the Bonds.