Offering Circular (“Offering Circular”) Attached to This E-Mail
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IMPORTANT NOTICE (THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS OUTSIDE OF THE UNITED STATES) IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the offering circular (“Offering Circular”) attached to this e-mail. You are therefore advised to read this disclaimer carefully before reading, accessing 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 us as a result of such access. You acknowledge that the access to the attached Offering Circular is intended for use by you only and you agree you will not forward or otherwise provide access to any other person. 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 OR TO, OR FOR THE ACCOUNT OF, 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. 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 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: You have accessed the attached document on the basis that you have confirmed to HPHT Finance (21) Limited (the “Issuer”), HPHT Limited (the “Hong Kong Guarantor”), Hutchison Port Holdings Trust (“HPH Trust”) acting through its trustee-manager, initially being Hutchison Port Holdings Management Pte. Limited (the “Trustee-Manager” and as guarantor, the “Singapore Guarantor” and together with the Hong Kong Guarantor, the “Guarantors”) and Bank of China (Hong Kong) Limited, BOCI Asia Limited, The Hongkong and Shanghai Banking Corporation Limited and Mizuho Securities Asia Limited (the “Lead Managers”) that: (1) you are not in the United States nor a U.S. person, as defined in Regulation S under the Securities Act, (2) 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 (3) you consent to delivery of this document by electronic transmission. To the extent you purchase the securities described in the attached document, you will be doing so in an offshore transaction as defined in regulations under the Securities Act in compliance with Regulation S. This document 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 neither the Issuer, the Guarantors, the Lead Managers, nor any of their respective affiliates accept any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. Restrictions: Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of any of the Issuer, the Guarantors and the Lead Managers to subscribe or purchase any of the securities described therein. Any securities to be issued will not be registered under the Securities Act and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. Access has been limited so that it shall not constitute a general solicitation in the United States or elsewhere. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. 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. 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 laws. You are responsible for the protection 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. HPHT FINANCE (21) LIMITED (incorporated in the Cayman Islands with limited liability) US$500,000,000 2.00 per cent. Guaranteed Notes due 2026 unconditionally and irrevocably guaranteed by HUTCHISON PORT HOLDINGS TRUST (a business trust constituted on 25 February 2011 under the laws of the Republic of Singapore) acting through its trustee-manager, initially being Hutchison Port Holdings Management Pte. Limited (incorporated in the Republic of Singapore with limited liability) and by HPHT LIMITED (incorporated in Hong Kong with limited liability) Issue price: 99.863 per cent. HPHT Finance (21) Limited (the “Issuer”) will issue US$500,000,000 principal amount of 2.00 per cent. guaranteed notes due 2026 (the “Notes”). The obligations of the Issuer will be unconditionally and irrevocably guaranteed by Hutchison Port Holdings Trust (“HPH Trust”) acting through its trustee-manager from time to time, initially being Hutchison Port Holdings Management Pte. Limited (the “Trustee-Manager” and as guarantor, the “Singapore Guarantor”, which terms shall include, where the context so permits, all other persons from time to time acting as trustee-manager of HPH Trust) and HPHT Limited (the “Hong Kong Guarantor”, and together with the Singapore Guarantor, the “Guarantors” and each a “Guarantor”). The Notes will bear interest from and including 19 March 2021 to but excluding 19 March 2026 at a rate of 2.00 per cent. per annum. The interest will be payable semi-annually in arrear on each Interest Payment Date, as further described and except as mentioned under “Terms and Conditions of the Notes”. The Issuer may redeem the Notes at any time at par plus accrued interest in the event of certain tax changes. The Notes may, at the option of the Issuer or a Guarantor, be redeemed in whole but not in part, on any date falling on or after 19 February 2026, at a redemption price equal to the principal amount thereof plus accrued interest to, but excluding, the date fixed for redemption. See “Terms and Conditions of the Notes — Redemption and Purchase”. Application will be made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing and quotation of the Notes on the Official List of the SGX-ST. See “General Information”. The SGX-ST assumes no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Guarantors, their respective subsidiaries, associated companies or the Notes. The Notes are expected to be rated “Baa1” by Moody’s Investors Services Limited and “A-” by S&P Global Ratings. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Investing in the Notes involves risks that are described in the “Risk Factors” section beginning on page 14 of this Offering Circular. The Notes will be in bearer form and will initially be represented by a temporary global note (the “Temporary Global Note”), without interest coupons, which will be deposited on or about 19 March 2021 (the “Closing Date”) with a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the “Permanent Global Note” and, together with the Temporary Global Note, the “Global Notes”), without interest coupons, on or after 28 April 2021, upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances—see “Summary of Provisions relating to the Notes while in Global Form”. Joint Bookrunners and Joint Lead Managers Bank of China BOC International HSBC Mizuho Securities (Hong Kong) The date of this Offering Circular is 16 March 2021. NOTICE TO INVESTORS Except as provided below, the Issuer and the Guarantors accept responsibility for the information contained in this Offering Circular which is material in the context of the offering of the Notes. To the best of the knowledge and belief of the Issuer and the Guarantors (each having taken reasonable care to ensure that such is the case) the information contained in this Offering Circular (subject as set out below in respect of information contained herein provided by other sources referred to herein) is in accordance with the material facts and does not omit anything likely to materially affect the import of such information.