• Abstract and Figures
• Public Full-text

IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to this offering circular following this page (the “Offering Circular”), and you are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Circular. In accessing this Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information 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 NOTES (THE “NOTES”) AND THE GUARANTEE (THE “GUARANTEE”) DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES 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 NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, 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. THIS 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 PERSON OR ADDRESS IN THE UNITED STATES. 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 Offering Circular or make an investment decision with respect to the Notes and the Guarantee described herein, investors must not be located in the United States. This Offering Circular is being sent at your request and by accepting the e-mail and accessing this Offering Circular, you shall be deemed to have represented to Bank of China Limited, Singapore Branch, Barclays Bank PLC, Singapore Branch, BNP PARIBAS, BOCI Asia Limited, Coöperatieve Rabobank U.A. Singapore Branch, DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, ING Bank N.V., Singapore Branch, Standard Chartered Bank, Industrial and Commercial Bank of China (Asia) Limited and BOSC International Company Limited (the “Joint Lead Managers”), the Issuer and the Guarantor (each as defined in this Offering Circular) that (1) you and any customers you represent are not, and 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) your stated electronic mail address to which this e-mail has been delivered is not located in the United States and that you consent to delivery of this Offering Circular and any amendment or supplements thereto by electronic transmission. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this 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 Offering Circular 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. The materials relating to the issue of the Notes and the Guarantee 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 issue of the Notes 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 issue of the Notes shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer (as defined in this Offering Circular) in such jurisdiction. This Offering Circular 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 the Issuer, the Guarantor and the Joint Lead Managers, nor any person who controls any of them nor any of their respective directors, offices, employees, agents or affiliates accepts any liability or responsibility whatsoever in respect of any difference between this Offering Circular distributed to you in electronic format and the hard copy version. You are responsible for protecting against viruses and other destructive items. Your use of this electronic 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. Bright Food Singapore Holdings Pte. Ltd. (incorporated in Singapore with limited liability) =C400,000,000 1.625 per cent. Guaranteed Notes due 2019 unconditionally and irrevocably guaranteed by Bright Food (Group) Co., Ltd. (incorporated in the People’s Republic of China with limited liability) Issue price: 99.693 per cent. Bright Food Singapore Holdings Pte. Ltd. (the “Issuer”) proposes to issue= C400,000,000 principal amount of 1.625 per cent. Guaranteed Notes due 2019 (the “Notes”). The Notes will be direct, unconditional and unsubordinated and (subject to the provision of Condition 5 of the Terms and Conditions of the Notes) unsecured obligations of the Issuer and will be unconditionally and irrevocably guaranteed (the “Guarantee”) by Bright Food (Group) Co., Ltd. (the “Guarantor”orthe“Company”). Interest on the Notes is payable annually in arrear on 3 June in each year, commencing on 3 June 2017. Payments on the Notes will be made without deduction or withholding for or on account of taxes of any Relevant Jurisdiction (as defined herein) to the extent described under “Terms and Conditions of the Notes — Taxation.” Unless previously redeemed, purchased or cancelled, the Notes will mature on 3 June 2019 at their principal amount. The Notes are subject to redemption in whole, but not in part, (1) at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of any Relevant Jurisdiction, or (2) at a Make Whole Price (as defined in the Terms and Conditions of the Notes), and accrued and unpaid interest (if any), at the option of the Issuer at any time upon giving not less than 30 nor more than 60 days’ notice. See “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for Taxation Reasons.” and “Terms and Conditions of the Notes — Redemption and Purchase — Optional Redemption.” The Notes may also be redeemed at the option of the holders at 101 per cent. of the principal amount, together with accrued interest, upon occurrence of a Change of Control (as defined in the Terms and Conditions of the Notes) and at 100 per cent. of the principal amount, together with accrued interest, upon the occurrence of a No Registration Event (as defined in the Terms and Conditions of the Notes). The Guarantor is required by the Provisions on the Foreign Exchange Administration of Cross-border Guarantees (跨境擔保外匯管理規定) promulgated by SAFE on 12 May 2014 and effective from 1 June 2014 (the “Cross-border Guarantee Rules”) to register the Guarantee with Shanghai Bureau of the State Administration of Foreign Exchange (“SAFE”) after the execution of the Deed of Guarantee (as defined herein) in which the Guarantee is contained. If the Guarantor fails to complete the SAFE registration in connection with the Guarantee, there may be hurdles for cross-border payment under the Guarantee. The Guarantor intends to complete the registration of the Guarantee with SAFE as soon as practicable and in any event before the Registration Deadline (being 90 Registration Deadline Business Days (as defined in the Terms and Conditions of the Notes) after 3 June 2016 (the “Issue Date”)). The Guarantor has made an application for the registration (the “Pre-Issuance Registration”) of the offering of the Notes with the Shanghai Municipal Development and Reform Commission (the “Shanghai NDRC”) in accordance with the Circular on Promoting the Reform of the Filing and Registration System on the Issuance by Enterprises of Foreign Debt (Fa Gai Wai Zi [2015] No. 2044) (國家發展改革委關於推進企業發行外債備案登記制管理改革的通知)(發改外資[2015] 2044號) (the “NDRC Circular”) issued by the NDRC and which came into effect on 14 September 2015. The Guarantor has received an Enterprise Foreign Debt Filing Registration Certificate ( 《企業發行外債備案登記證明》) dated 18 April 2016 from Shanghai NDRC in connection with the Pre-issuance Registration. Pursuant to the requirements of the NDRC Circular, the Guarantor will be required to complete the filing in respect of the issue of the Notes within 10 PRC working days following the Issue Date. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for the approval of this Offering Circular as Listing Particulars (“Listing Particulars”) and for the Notes to be admitted to the Official List and to trading on the Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. This document constitutes the Listing Particulars in respect of the admission of the Notes to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange. The Listing Particulars have been approved by the Irish Stock Exchange.

Load more

  480

Copy Link