Important Notice
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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 the 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 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 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 SECURITIES 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 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 securities, 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 each of the Issuer, the REIT Manager, the Guarantors, the Joint Lead Managers (each as defined in this Offering Circular) that (1) you and any customers you represent and that the electronic mail address that you provided and to which the e-mail has been delivered is not located in the United States and (2) that you consent to delivery of this Offering Circular and any amendments 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. 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. The materials relating to the offering of securities to which this 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 relevant Joint Lead Manager or any affiliate of the Joint Lead Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Joint Lead Manager or such affiliate on behalf of the Issuer, the REIT Manager and the Guarantors 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 REIT Manager, the Guarantors, the Joint Lead Managers, nor any person who controls the Issuer, the REIT Manager, the Guarantors, the Joint Lead Managers, nor any director, officer, employee, representative or agent of the Issuer, the REIT Manager, the Guarantors, the Joint Lead Managers, or any affiliate of any such person, 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 available to you on request from any Joint Lead Manager. PRIIPS Regulation/Prohibition of Sales to EEA Retail Investors – The Bonds, the Guarantee and the Units 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 (“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”); and (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. In each EEA member state (“Member State”), this Offering Circular may only be distributed and Bonds may only be offered or placed to the extent that this Offering Circular may otherwise be lawfully distributed and the Bonds may lawfully be offered or placed in compliance with that Member State’s implementation of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 as transposed into national law (the “AIFM Directive”) and any other applicable laws or regulations. You are responsible for protecting against viruses and other destructive items. Your use of the 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 Link 2019 CB Limited (incorporated in the British Virgin Islands with limited liability) (as Issuer) HK$4,000,000,000 1.60 per cent. Guaranteed Green Convertible Bonds due 2024 convertible into Units of Link Real Estate Investment Trust Issue Price: 100 per cent. Guaranteed by The Link Holdings Limited (incorporated in the Cayman Islands with limited liability) and Link Properties Limited (incorporated in the Cayman Islands with limited liability) and HSBC Institutional Trust Services (Asia) Limited (incorporated in Hong Kong with limited liability) in its capacity as trustee, and with recourse limited to the assets, of Link Real Estate Investment Trust (a collective investment scheme authorised under section 104 of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) (stock code: 823) Managed by Link Asset Management Limited (incorporated in Hong Kong with limited liability) (in its capacity as manager of Link Real Estate Investment Trust) The 1.60 per cent. Guaranteed Green Convertible Bonds due 2024 in the aggregate principal amount of HK$4,000,000,000 (the “Bonds”) will be issued by Link 2019 CB Limited (the “Issuer”) and jointly and severally, unconditionally and irrevocably guaranteed by The Link Holdings Limited (“HoldCo”), Link Properties Limited (“PropCo”) and HSBC Institutional Trust Services (Asia) Limited (in its capacity as trustee, and with recourse limited to the assets, of Link Real Estate Investment Trust (“Link”)) (the “REIT Trustee”, and together with HoldCo and PropCo, the “Guarantors” and each, a “Guarantor”). The issue price will be 100 per cent. of the aggregate principal amount of the Bonds. The Bonds will, upon issue, constitute direct, unsubordinated, unconditional and (subject to Condition 4 (Negative Pledge) of the Terms and Conditions of the Bonds (the “Terms and Conditions”orthe“Conditions”)) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Bonds and of each Guarantor under the Guarantee (as defined below) shall, except as provided below and save for such exceptions as may be provided by applicable legislation and subject to Condition 4 of the Terms and Conditions, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer or, as the case may be, each Guarantor, respectively, present and future; provided that the REIT Trustee’s obligations under the Guarantee will rank equally with all other unsecured obligations and monetary obligations of the REIT Trustee incurred in its capacity as trustee of Link and recourse to the REIT Trustee shall always be limited to the assets comprising the Deposited Property (as defined in the Terms and Conditions), subject to any prior ranking claims over those assets. Each of the Guarantors will, jointly and severally, unconditionally and irrevocably guarantee the due payment of all sums expressed to be payable by the Issuer under the Trust Deed (as defined in the Terms and Conditions) and the Bonds.