刊發發售通函 CALC Bonds Limited CHINA AIRCRAFT LEASING
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香港交易及結算所有限公司及香港聯合交易所有限公司對本公告及隨附的上市文件之內容概不 負責,對其準確性或完整性亦不發表任何聲明,並明確表示,概不對因本公告及隨附的上市文 件全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本公告僅供參考之用,並不構成收購、購買或認購任何證券的邀請或要約。 本公告不構成或形成任何要約購買在美國銷售的證券的一部分。本公告提及的證券(「證券」)及 證券的擔保尚未亦不會根據經不時修訂之 1933 年美國聯邦證券法(「證券法」)或美國任何州份 或其他司法管轄區的證券法進行登記,及除非根據證券法的註冊要求獲得豁免或交易不受註冊要求 約束,否則證券不得在美國提供、出售或交付。證券不會在美國公開發售。 本公告及隨附的上市文件乃按香港聯合交易所有限公司證券上市規則規定僅供參考之 用,並不構成收購、購買或認購任何證券的邀請或要約。本公告及本文所述任何內容 (包括隨附的上市文件)並非任何合同或承諾的依據。 為免生疑,刊發本公告及隨附 的上市文件不應被視為就香港法例第 3 2 章公司(清盤及雜項條文)條例而言由發行人 (定義見下文)或其代表及擔保人(定義見下文)或其代表刊發的招股章程提出的證 券發售要約,亦不屬於香港法例第 571 章證券及期貨條例所指其中載有向公眾人士發 出邀請以訂立或發出要約以訂立有關購買、出售、認購或承銷證券的協議的廣告、邀 請或 文件 。 香 港 投 資 者 謹 請 注 意 ︰ 發行人和擔保人均確認,票據(定義見下文)只供專業投資者 (定義見下文)購買,而有關在香港聯合交易所有限公司上市的票據,將在此基礎上 在香港聯合交易所有限公司上市。因此,發行人和擔保人均確認,票據不適合作為香 港零售投資者之投資。投資者應審慎考慮所涉及的風險。 刊發發售通函 CALC Bonds Limited (「發行人」) (於英屬處女群島註冊成立之有限公司) 3,000,000,000美元 擔保中期票據計劃 (「計劃」) 由 CHINA AIRCRAFT LEASING GROUP HOLDINGS LIMITED 中國飛機租賃集團控股有限公司 (「擔保人」) (根據開曼群島法例註冊成立的有限公司) (股份代號:1848) 提供無條件及不可撤銷的擔保 安 排 行 及 交 易 商 中國光大銀行 法國巴黎銀行 中信銀行(國際) 東方匯理銀行 香港分行 本公告乃根據香港聯合交易所有限公司(「香港聯交所」)證券上市規則(「上市規則」)第 37.39A 條刊發。 請參閱本公告隨附的日期為 2021 年 7 月 15 日的與計劃相關發售通函(「發售通函」)。發售 通函僅以英文刊發,並無刊發發售通函的中文版。誠如發售通函所述,根據計劃將予發行的 票據僅供專業投資者(定義見上市規則第 37 章)(「專業投資者」)購買,並將按該基準於香 港聯合交易所上市。 發售通函並不構成向任何司法權區的公眾提呈出售任何證券的招股章程、通告、通函、宣傳冊 或廣告,且並非向公眾發出邀請以就認購或購買任何證券作出要約,亦非供傳閱以邀請公眾就 認購或購買任何證券作出要約。 發售通函不得被視為認購或購買發行人任何證券的勸誘,且並無意進行有關勸誘。投資決定不 應根據發售通函所載信息而作出。 CALC Bonds Limited 唯一董事 劉晚亭 香港,2021年7月16日 於本公告日期,發行人的唯一董事為劉晚亭女士。 於本公告日期,擔保人的(i)執行董事為趙威博士、潘浩文先生及劉晚亭女士;(ii)非執行董 事為鄧子俊先生;及(iii)獨立非執行董事為范仁鶴先生、嚴文俊先生、卓盛泉先生及謝曉東 博士。 附錄 日期為 2021 年 7 月 15 日的發售通函 IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Offering Circular. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from the company as a result of such access. In order to be eligible to view the attached Offering Circular or make an investment decision with respect to the securities, investors must be outside the United States. Confirmation of Your Representation: The attached Offering Circular is being sent to you at your request and by accepting the e-mail and accessing the attached Offering Circular, you shall be deemed to represent to CALC Bonds Limited (the ‘‘Issuer’’), China Aircraft Leasing Group Holdings Limited (the ‘‘Guarantor’’) and each of China Everbright Bank Co., Ltd., Hong Kong Branch, BNP Paribas, China CITIC Bank International Limited and Crédit Agricole Corporate and Investment Bank(together the ‘‘Arrangers’’ and ‘‘Dealers’’, each an ‘‘Arranger’’ and ‘‘Dealer’’) that (1) you and any person you represent are outside the United States and that the e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories or possessions, and (2) you consent to delivery of the attached Offering Circular and any amendments or supplements thereto by electronic transmission. The materials relating to the offering of securities to which the attached Offering Circular relates 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 Dealers or any affiliate of the Dealers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Dealers or such affiliate on behalf of the Issuer or the Guarantor in such jurisdiction. The attached Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and, consequently, none of the Issuer, the Guarantor, the Arrangers, the Dealers, the Trustee or the Agents (each as defined in the attached Offering Circular) or any of their respective affiliates, directors, officers, employees, representatives, advisers, agents and each person who controls any of them accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version available to you upon request from any of the Issuer, the Guarantor, the Arrangers or the Dealers. Restrictions: The attached Offering Circular is being furnished in connection with an offering in offshore transactions to persons outside the United States in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’) solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein. 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 SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR IN CERTAIN CIRCUMSTANCES, TO U.S. PERSONS, 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 OFFERING IS MADE SOLELY OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE OF REGULATION S UNDER THE SECURITIES ACT. You are reminded that you have accessed the attached Offering Circular on the basis that you are a person into whose possession the attached Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you are not allowed to purchase any of the securities described in the attached Offering Circular. Actions that You May Not Take: If you receive this document by e-mail, you should not reply by e-mail to this document, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the ‘‘Reply’’ function on your e-mail software, will be ignored or rejected. YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING CIRCULAR 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. You are responsible for protecting against viruses and other destructive items. If you receive this document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. OFFERING CIRCULAR Strictly Confidential CALC Bonds Limited (Incorporated with limited liability in the British Virgin Islands) unconditionally and irrevocably guaranteed by CHINA AIRCRAFT LEASING GROUP HOLDINGS LIMITED (Incorporated under the laws of the Cayman Islands with limited liability) U.S.$3,000,000,000 Guaranteed Medium Term Note Programme Under the U.S.$3,000,000,000 Guaranteed Medium Term Note Programme described in this Offering Circular (the ‘‘Programme’’), CALC Bonds Limited (the ‘‘Issuer’’), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the ‘‘Notes’’) unconditionally and irrevocably guaranteed (the ‘‘Guarantee’’) by China Aircraft Leasing Group Holdings Limited (the ‘‘Guarantor’’). The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$3,000,000,000 (or the equivalent in other currencies), subject to increase as further described in ‘‘Summary of the Programme’’. The Notes may be issued in bearer or registered form. The aggregate nominal amount of the Notes outstanding will not at any time exceed U.S.$3,000,000,000 (or its equivalent in other currencies, subject to any duly authorised increase). The Notes may be issued on a continuing basis to one or more of the Dealers specified under ‘‘Summary of the Programme’’ and any additional Dealer appointed under the Programme from time to time by the Issuer (each a ‘‘Dealer’’ and together the ‘‘Dealers’’), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the ‘‘relevant Dealer’’ shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. The Notes will be constituted by an amended and restated trust deed to be dated 15 July 2021 (the ‘‘Trust Deed’’) made between the Issuer, the Guarantor and the Trustee. The Notes will constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 4(a)) unsecured obligations of the Issuer and will at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under