Jy Grandmark Holdings Limited 景業名邦集團控股有限公司 (於開曼群島註冊成立的有限公司) (股份代號:2231)
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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(「聯交所」)對本公告的內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示概不就因本公告全部或任何部分內容而產 生或因依賴該等內容而引致的任何損失承擔任何責任。 本公告及當中所述的上市文件根據聯交所證券上市規則的規定僅供參考,並非在美國或任何其 他司法權區(在該等司法權區,要約、招攬或出售在根據任何有關司法權區的證券法律進行登 記或獲得資格前屬違法)出售任何證券的要約或招攬購買任何證券的要約。本公告及當中任何 文件(包括上市文件)概不構成任何合約或承諾的依據。本公告所述證券並無亦將不會根據1933 年美國證券法(經修訂)登記,且概不可於未有登記或未有獲得適用登記豁免的情況下在美國提 呈發售或出售。任何於美國進行的證券公開發售將須以招股章程形式作出。有關招股章程將載 有有關本公司及管理層的詳盡資料以及財務報表。本公司將不會於美國進行證券公開發售。 為免生疑問,刊發本公告及當中所述的上市文件,就香港法例第32章《公司(清盤及雜項條文) 條例》而言,不得被視為根據景業名邦集團控股有限公司(「本公司」)或其代表所刊發的招股章 程而作出的證券要約,以及就香港法例第571章《證券及期貨條例》而言,亦不構成載有請公眾 訂立或要約訂立協議以取得、處置、認購或包銷證券的廣告、邀請或文件。 JY GRANDMARK HOLDINGS LIMITED 景業名邦集團控股有限公司 (於開曼群島註冊成立的有限公司) (股份代號:2231) 於2022年到期金額為155,000,000美元的7.5厘優先票據 (「票據」,股份代號:40593) 刊發資料備忘錄 本公告乃根據香港聯合交易所有限公司(「聯交所」)證券上市規則(「上市規則」) 第37.39A條的規定而刊發。 請參閱附載於本公告內日期為2021年2月2日有關發行票據的資料備忘錄(「資料備 忘錄」)。誠如資料備忘錄中披露,票據乃擬定僅供專業投資者(定義見上市規則 第三十七章)購買,並將按此基準在聯交所上市。因此,本公司確認,票據並不 適宜作為香港散戶的投資。投資者務應審慎考慮所涉及的風險。 資料備忘錄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、冊子或廣告,亦並非向公眾發出邀請以作出認購或購買任何證券的要 約,且不被視為邀請公眾作出認購或購買任何證券的要約。 1 資料備忘錄不得被視為認購或購買本公司任何證券的勸誘,亦並非擬作有關勸 誘。請勿根據資料備忘錄所載的資料作出任何投資決定。 承董事會命 景業名邦集團控股有限公司 主席 陳思銘 香港,2021年2月9日 於本公告日期,董事會包括執行董事陳思銘先生、劉華錫先生、Zheng Catherine Wei Hong女士、吳新平先生、薛雙有先生及韋妙嫦女士,獨立非執行董事馬清楠 先生,CStJ、J.P.、梁翔先生及胡偉亮先生。 2 IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE THE UNITED STATES IMPORTANT: You must read the following before continuing. The following disclaimer applies to the attached document following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the attached document. In accessing the attached document, 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 TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES REFERRED TO IN THE ATTACHED DOCUMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. The attached document is not a prospectus for the purposes of the European Union’s Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”). The following offering memorandum has been prepared on the basis that all offers of the securities made to persons in the European Economic Area (“EEA”) and the United Kingdom (“UK”) will be made pursuant to an exemption under the EU Prospectus Regulation from the requirement to produce a prospectus in connection with offers of the securities. The communication of the attached document and any other document or materials relating to the issue of the securities described therein is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000 (as amended, the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the securities described in the attached document are only available to, and any investment or investment activity to which the attached document relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on the attached document or any of its contents. Prohibition of Sales to EEA Retail Investors – The New Notes (as defined in the attached document) 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 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”); or (ii) a customer within the meaning of Directive (EU) 2016/97, 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, as amended (the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Prohibition of Sales to United Kingdom Retail Investors – The New 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 United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. Confirmation and your representation: In order to be eligible to view the attached document or make an investment decision with respect to the securities, investors must be outside the United States. By accepting the e-mail and accessing the attached document, 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 the attached document by electronic transmission. You are reminded that the attached document has been delivered to you on the basis that you are a person into whose possession the attached document 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 the attached document 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 (as defined below) 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. The attached document 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 Haitong International Securities Company Limited, The Hongkong and Shanghai Banking Corporation Limited, The Bank of East Asia, Limited and Jinghui Capital Limited (the “Initial Purchasers”), any person who controls them or any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the attached document distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers. 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. OFFERING MEMORANDUM CONFIDENTIAL US$17,500,000 JY GRANDMARK HOLDINGS LIMITED 景業名邦集團控股有限公司