DOCSLIB.ORG

Important Notice This Offering Is Available Only to Investors Who Are Outside of the U.S

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Important Notice This Offering Is Available Only to Investors Who Are Outside of the U.S IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE OF THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the preliminary offering memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, 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 ANY 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, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (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 OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation and your representation: In order to be eligible to view this preliminary offering memorandum or make an investment decision with respect to the securities, investors must be outside the United States. By accepting the e-mail and accessing this offering memorandum, you shall be deemed to have represented to us that (1) you and any customers you represent are outside the United States and that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and (2) that you consent to delivery of such offering memorandum by electronic transmission. Within the United Kingdom, the preliminary offering memorandum is being directed solely at and may only be communicated to persons who: (i) fall within Article 19(5) or Article 49(2)(a)–(d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (ii) are outside the United Kingdom, or (iii) are persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons collectively being referred to as ‘‘Relevant Persons’’). The preliminary offering memorandum is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this offering memorandum relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. The preliminary offering memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. Any person who is not a Relevant Person should not act or rely on the offering memorandum or any of its contents. PRIIPs REGULATION/PROHIBITION OF SALES TO EEA RETAIL INVESTORS — The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the ‘‘EEA’’). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, ‘‘MiFID II’’); (ii) a customer within the meaning of Directive EU (2016/97) (‘‘Insurance Distribution Directive’’), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the ‘‘Prospectus Regulation’’). Consequently no key information document required by Regulation (EU) No 1286/2014 (the ‘‘PRIIPs Regulation’’) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore (the ‘‘SFA’’) — the issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). You are reminded that this preliminary offering memorandum has been delivered to you on the basis that you are a person into whose possession this preliminary offering memorandum may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of this preliminary offering memorandum 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 initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the issuer in such jurisdiction. This offering memorandum has been sent to you in 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, none of DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited or Standard Chartered Bank (Singapore) Limited, as Joint Lead Managers, nor any person who controls any of them nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. You are responsible for protecting against viruses and other destructive items. 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. Subject to Completion Preliminary Offering Memorandum dated August 21, 2019 OFFERING MEMORANDUM STRICTLY CONFIDENTIAL offer to sell US$ ed. Yanlord Land (HK) Co., Limited (Incorporated with limited liability under the laws of Hong Kong) % SENIOR NOTES DUE 20 Unconditionally and Irrevocably Guaranteed by Yanlord Land Group Limited (Company Registration Number 200601911K) (Incorporated with limited liability under the laws of Singapore) ISSUE PRICE % AND ACCRUED INTEREST, IF ANY Interest payable on and The US$ % Senior Notes due 20 (the ‘‘Notes’’)tobeissuedbyYanlordLand(HK)Co.,Limited(the‘‘Issuer’’) will bear interest from , 2019, at % per annum payable semi-annually in arrears on and of each year, beginning , 2020. The Notes will mature on , . re such offer, solicitation or sale is not permitt The Notes are senior obligations of the Issuer irrevocably and unconditionally guaranteed (the ‘‘Parent Guarantee’’) by Yanlord Land Group Limited (the ‘‘Company’’ or the ‘‘Parent Guarantor’’) and the Company’s existing subsidiaries (the ‘‘Subsidiary Guarantors’’) other than (1) those organized under the laws of the PRC and (2) certain other subsidiaries specified in ‘‘Description of the Notes.’’ We refer to the guarantees by the Subsidiary Guarantors as Subsidiary Guarantees. Under certain circumstances and subject to certain conditions, a Subsidiary Guarantee required to be provided by a subsidiary of the Company may be replaced by a limited-recourse guarantee (a ‘‘JV Subsidiary Guarantee’’). We refer to the subsidiaries providing a JV Subsidiary Guarantee as JV Subsidiary Guarantors. We refer to the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors collectively as the ‘‘Guarantors’’ and the Parent Guarantee, the Subsidiary Guarantees and the JV Subsidiary Guarantees collectively as the ‘‘Guarantees.’’ We may at our option redeem the Notes, in whole or in part, at any time and from time to time on or after , at the redemption prices set forth in this offering memorandum plus accrued and unpaid interest, if any, to the redemption date. At any time prior to , , we may redeem up to 35% of the Notes, at a redemption price of % of the principal amount, plus accrued and unpaid interest, if any, in each case, using the net cash proceeds from sales of certain kinds of capital stock. In addition, we may redeem the Notes, in whole but not in part, at any time prior to , , at a price equal to 100% of the principal amount of the applicable Notes plus a premium as set forth in this offering memorandum.
Load more

Recommended publications
  • Landscape Planning of Urban Lake Park in China a Case Study on Nanjing
    Spatial Planning with an emphasis on Urban Design in China and Europe Tianci Yuan Spatial Planning with an emphasis on Urban Design in China and Europe Landscape Planning of Urban Lake Park in China A case study on Nanjing Author: Tianci Yuan Supervisor: Agneta Sundberg Tutor: Ana Mafalda Madureira Karlskrona, Sweden 1 Spatial Planning with an emphasis on Urban Design in China and Europe Tianci Yuan Table of contents Abstract………………………………………………………………………………4 Introduction………………………………………………………………………….5 Chapter 1 Background of Xuanwu Lake Park………………………………………10 1.1 History and culture in Xuanwu Lake Park……………………………………...10 1.2 Evolution of Nanjing city and Xuanwu Lake Park through times………….......11 1.3 Xuanwu Lake Park today……………………………………………………….14 1.4 Chapter summary………………………………………………………………..16 Chapter 2 Users and designers with human-nature connection……………………..17 2.1 Users’ and designers’ perception and association in design process………........17 2.2 Urban Design: Human – Nature Connection……………………………………20 2.3 Color guidelines………………………………………………………………….22 2.4 Historical-cultural landscape…………………………………………………….27 2.5 Chapter summary………………………………………………………………...28 Chapter 3 Analysis of Xuanwu Lake Park…………………………………………..30 3.1 The area outside Xuanwu Lake………………………………………………….30 3.2 The area inside Xuanwu Lake…………………………………………………...39 3.3 The questionnaire survey results---what do users tell the designers?...................51 3.4 Chapter summary………………………………………………………………..55 Chapter 4 Case study: New designer proposal for Xuanwu Lake Park (In separate
    [Show full text]
  • 1993 United Nations List of National Parks and Protected Areas
    1993 United Nations List of National Parks and Protected Areas Liste des Nations Unies des Pares nationaux et des Aires protegees 1993 Lista de las Naciones Unidas de Parques Nacionales y Areas Protegidas 1993 Prepared by the World Conservation Monitoring Centre and the lUCN Commission on National Parks and Protected Areas lUCN UNEP WORLD CCMSERVATION The Woild Conservation Union MONITOP,|NG CENTRE Digitized by the Internet Archive in 2010 with funding from UNEP-WCMC, Cambridge http://www.archive.org/details/1993unitednation93worl 1993 United Nations List of National Parks and Protected Areas Liste des Nations Unies des Pares nationaux et des Aires protegees 1993 Lista de las Naciones Unidas de Parques Nacionales y Areas Protegidas 1993 lUCN - The World Conservation Union Founded in 1948, lUCN - The World Conservation Union brings together States, government agencies and a diverse range of non-governmental organiaztions in a unique world partnership: more than 800 members in all, spread across 126 countries. The Union seeks to work with its members to achieve development that is sustainable and that provides a lasting improvement in the quality of life for people all over the world. UICN - Union mondiale pour la nature Fondee en 1948, 1'UICN - Union mondiale pour la nature reunit des Etats, des organismes publics et un large eventail d'organisations non gouvemementales en une association mondiale unique: en tout, plus de 800 membres dans 1 26 pays. L'Union cherche a oeuvrer, en collaboration avec ses membres, a I'avenement d'un developpement qui soit durable et ameliore de maniens permanente la qualite de vie de I'humanite tout entiere.
    [Show full text]
  • Report and Recommendation of the President to the Board of Directors
    Report and Recommendation of the President to the Board of Directors ````````````````````````````````````````````````````````Sri Lanka Project Number: 37603 November 2006 Proposed Loan People’s Republic of China: Nanjing Qinhuai River Environmental Improvement Project CURRENCY EQUIVALENTS (as of 15 November 2006) Currency Unit – yuan (CNY) CNY1.00 = $0.127 $1.00 = CNY7.86 ABBREVIATIONS ADB – Asian Development Bank CSPU – country strategy and program update EIA – environmental impact assessment EIRR – economic internal rate of return FIRR – financial internal rate of return FMA – financial management assessment IA – implementing agency ICB – international competitive bidding JPG – Jiangsu provincial government NCIC – Nanjing Construction Investment Company NDMD – Nanjing Drainage Management Department NMECD – Nanjing Municipal Engineering Construction Department NMG – Nanjing municipal government NMWC – Nanjing Municipal Water Company NPUC – Nanjing Public Utilities Company NQRCC – Nanjing Qinhuai River Construction Company NWUDP – Nanjing Water Utility Development Project PMO – project management office PPMS – project performance monitoring system PRC – People’s Republic of China TA – technical assistance WACC – weighted average cost of capital WTP – Willingness to pay WWTP – wastewater treatment plant YRB – Yangtze River basin WEIGHTS AND MEASURES ha – hectare km – kilometer km2 – square kilometer m– meter m3 – cubic meter NOTES (i) The fiscal year (FY) of the PRC Government ends on 31 December. (ii) In this report, “$” refers to US dollars. Vice President C. L. Greenwood, Jr., Operations 2 Director General H. S. Rao, East Asia Department (EARD) Director R. Wihtol, Social Sectors Division, EARD Team leader S. Penjor, Principal Financial Analysis Specialist, EARD Team members S.W. Handayani, Senior Social Development Specialist, Regional and Sustainable Development Department (RSDD) Yu Li, Economist, EARD K.
    [Show full text]
  • From Hangzhou to Lin'an
    From Hangzhou to Lin’an: History, Space, and the Experience of Urban Living in Narratives from Song Dynasty China by Ye Han A Dissertation Presented in Partial Fulfillment of the Requirements for the Degree Doctor of Philosophy Approved November 2017 by the Graduate Supervisory Committee: Stephen H. West, Chair Stephen R. Bokenkamp Xiaoqiao Ling ARIZONA STATE UNIVERSITY December 2017 ABSTRACT This dissertation uncovers the contemporary impressions of Song cities represented in Song narratives and their accounts of the interplay between people and urban environments. It links these narratives to urban and societal changes in Hangzhou 杭州 (Lin’an 臨安) during the Song dynasty, cross-referencing both literary creations and historical accounts through a close reading of the surviving corpus of Song narratives, in order to shed light on the cultural landscape and social milieu of Hangzhou. By identifying, reconstructing, and interpreting urban changes throughout the “pre- modernization” transition as well as their embodiments in the narratives, the dissertation links changes to the physical world with the development of Song narratives. In revealing the emerging connection between historical and literary spaces, the dissertation concludes that the transitions of Song cities and urban culture drove these narrative writings during the Song dynasty. Meanwhile, the ideologies and urban culture reflected in these accounts could only have emerged alongside the appearance of a consumption society in Hangzhou. Aiming to expand our understanding of the literary value of Song narratives, the dissertation therefore also considers historical references and concurrent writings in other genres. By elucidating the social, spatial, and historical meanings embedded in a variety of Song narrative accounts, this study details how the Song literary narrative corpus interprets the urban landscapes of the period’s capital city through the private experiences of Song authors.
    [Show full text]
  • App 2 Comp of Regional Grassland Templates
    - Appendix 2 - Compendium of Regional Templates on the Status of Temperate Grasslands Conservation and Protection Photo by Chris Harris Prepared for The World Temperate Grasslands Conservation Initiative Workshop Life in a Working Landscape: Towards a Conservation Strategy for the World's Temperate Grasslands Hohhot, China June 28-29, 2008 Temperate Grasslands Conservation Initiative Suite 300 – 300 West Geor gia Street, Vancouver, BC, V6B 6B4, CANADA LIFE IN A WORKING LANDSCAPE AUGUST 2008 TABLE OF CONTENTS 1. Introduction .............................................................................................................................1 2. Equatorial Africa (High Altitude)..........................................................................................3 3. Southern Africa......................................................................................................................22 4. China.......................................................................................................................................38 5. Daurian Steppe ......................................................................................................................46 6. Iran..........................................................................................................................................62 7. Kazakhstan ............................................................................................................................68 8. Mongolia ................................................................................................................................76
    [Show full text]
  • Restoration and Management of Healthy Wetland Ecosystems
    Scientifica Restoration and Management of Healthy Wetland Ecosystems Guest Editors: Dong Xie, Qiang Wang, Zhongqiang Li, Rogar P. Mormul, and Liandong Zhu Restoration and Management of Healthy Wetland Ecosystems Scientifica Restoration and Management of Healthy Wetland Ecosystems Guest Editors: Dong Xie, Qiang Wang, Zhongqiang Li, Rogar P. Mormul, and Liandong Zhu Copyright © 2017 Hindawi Publishing Corporation. All rights reserved. This is a special issue published in “Scientifica.” All articles are open access articles distributed under the Creative Commons Attribu- tion License, which permits unrestricted use, distribution, and reproduction in any medium, provided the original work is properly cited. Contents Restoration and Management of Healthy Wetland Ecosystems Dong Xie, Qiang Wang, Zhongqiang Li, Roger Paulo Mormul, and Liangdong Zhu Volume 2017, Article ID 1874604, 2 pages Winter Waterbird Community Composition and Use at Created Wetlands in West Virginia, USA Hannah L. Clipp, Michael L. Peters, and James T. Anderson Volume 2017, Article ID 1730130, 13 pages Improving Urban Water Environment in Eastern China by Blending Traditional with Modern Landscape Planning Jiajie Cao, Junjun Yu, Yuan Tian, Cai Zhao, and Hao Wang Volume 2017, Article ID 6967145, 12 pages The Effect of Artificial Mowing on the Competition of Phragmites australis and Spartina alterniflora in the Yangtze Estuary Yue Yuan, Chao Zhang, and Dezhi Li Volume 2017, Article ID 7853491, 8 pages Simulation of the Effect of Artificial Water Transfer on Carbon Stock of
    [Show full text]
  • Urban Sediment Contamination with Heavy Metals and Organic Matter in Southern China
    SIFT DESK Journal of Earth Sciences & Environmental Studies (ISSN: 2472-6397) Urban sediment contamination with heavy metals and organic matter in Southern China Jinmeng Xiab, Jianbing Lib,c DOI: 10.25177/JESES.4.3.RA.471 Review th Received Date: 26 Feb 2019 Copy rights: © This is an Open access article distributed Accepted Date: 21st May 2019 under the terms of International License. Published Date:25th May 2019 a Chinese Research Academy of Environmental Sciences, Beijing, 100012, China b College of Life and Environmental Sciences, Wenzhou University, Wenzhou, 325035, China c Environmental Engineering Program, University of Northern British Columbia (UNBC), Prince George, BC V2N 4Z9, Canada CITATION Jinmeng Xia, Jianbing Li, Urban sediment contamination with heavy metals and organic matter in Southern China(2019)Journal of Earth Sciences & Environmental Studies 4(3) ABSTRACT Urban sediments in Wenzhou City were found polluted with heavy metals (As, Hg, Cr, Pb, Cu, Cd, and Zn) and organic matter. Metal speciation also showed environ- mental risks of heavy metals in river sediments. Heat energy in the sediment can amount to 47% of that in standard coal. Investigations revealed 35 urban wetlands of 15 big cities in southern China were at ecological risks posed by heavy metals and excessive nutrients in sediments. Toxic metals and organic carbon must be taken into consideration when planning to project urban wetlands.The dredging of such sediments could possibly increase greenhouse gases emission that should be further investigated. It is also suggested to examine energy recycling from these wetland sediments. Keywords: Urban sediment, Heavy metals, Organic carbon, South China, Greenhouse gas emission ——————————————————————————————————————————————————— WWW.SIFTDESK.ORG 648 Vol-4 Issue-3 SIFT DESK 1.
    [Show full text]