DGAP-Ad-hoc: Jiayuan International Group Limited / Key word(s):
Miscellaneous
Jiayuan International Group Limited: Exchange Offer for Outstanding Senior
Notes
18-Apr-2019 / 08:10 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*Jiayuan International Group Limited
(ISIN: XS1892694982 / Common Code: 189269498)*
*Jiayuan International Group Limited: Ad-hoc-disclosure according to Article
17 Market Abuse Directive: - Exchange Offer for Outstanding Senior Notes *
*Hong Kong, 18 April 2019* - Jiayuan International Group Limited (the
"*Issuer*") today launches an offer to exchange (the "*Exchange Offer*") all
of the outstanding 10.00% senior notes due 2019 (the "*Existing Notes*") for
the Issuer's new debt securities (the "*New Notes*") upon the terms and
subject to the conditions set forth in the exchange offer memorandum dated
18 April, 2019 (the "*Exchange Offer Memorandum*").
In addition to the New Notes to be issued in connection with the Exchange
Offer, the Issuer is concurrently conducting an offering of additional New
Notes in an amount of US$65,000,000 (such offering, the "Concurrent New
Money Issuance"). The Exchange Offer will be settled only if (i) all of the
Existing Notes are validly tendered and accepted and (ii) the Concurrent New
Money Issuance is entirely consummated. Immediately following the settlement
of the Exchange Offer and the Concurrent New Money Issuance, the aggregate
principal amount of the New Notes will be US$225,000,000. The additional New
Notes issued in the Concurrent New Money Issuance will be on the same terms
and form a single series with the corresponding New Notes issued in
connection with the Exchange Offer. Placing of the Concurrent New Money
Issuance is expected to occur as soon as practicable after the Exchange
Expiration Deadline (as defined below). However, there can be no assurance
that the Concurrent New Money Issuance will be placed at all or that the
Exchange Offer will be settled at all.
The New Notes will be senior obligations of the Issuer, guaranteed by
Jiayuan Investment Management Limited, Guo Xiang Property Co., Limited and
Hong Kong Jia Yuan Holdings Limited.
The Exchange Offer will commence on 18 April, 2019 and will expire at 4:00
p.m., London Time on 26 April, 2019, unless extended or earlier terminated
at our sole discretion (the "*Exchange Expiration Deadline*").
All documents related to the Exchange Offer will be made available, subject
to eligibility, on the Exchange Website:
https://sites.dfkingltd.com/jiayuan/ [1].
Contact:
Jiayuan International Group Limited
Suite 1403,
9 Queen's Road Central
Central, Hong Kong
Telephone: +852 3951 8888
Attention: Mr. Aster Cheuk
Email: astercheuk@hkjiayuan.com.hk.
*Important Information*
*This notice does not constitute an offer to sell, or a solicitation of an
offer to buy, any New Notes and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale would
be unlawful.*
The New Notes have not been and will not be registered under the U.S.
Securities Act of 1933, as amended or the securities laws of any state of
the United States or other jurisdiction. The exchange offer described in the
Exchange Offer Memorandum is not being made, directly or indirectly, in or
into the United States, or by the use of mails, or by any means or
instrumentality (including, without limitation, facsimile transmission,
telex, telephone, e-mail and other forms of electronic transmission) of
interstate or foreign commerce, or of any facility of a national securities
exchange, of the United States and no exchange offer may be made by any such
use, means, instrumentality from or within the United States.
*The distribution of the Exchange Offer Memorandum in certain jurisdictions
may be restricted by law. Holders of Existing Notes and any other person
into whose possession the Exchange Offer Memorandum comes are required by
the Issuer and D.F. King to inform themselves about, and to observe, any
such restrictions.*
18-Apr-2019 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Jiayuan International Group Limited
Suite 1403, 9 Queen's Road Central
Central Hong Kong
Hong Kong SAR
Phone: +852-3951 8888
Fax: +852-3951 8899
E-mail: info@hkjiayuan.com.hk
Internet: www.jiayuanintl.com
ISIN: XS1892694982
WKN: A2RTAJ
Listed: Regulated Unofficial Market in Frankfurt
EQS News ID: 801571
End of Announcement DGAP News Service
801571 18-Apr-2019 CET/CEST
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=45d6d39bb328861314f6e15175305a16&application_id=801571&site_id=vwd&application_name=news
(END) Dow Jones Newswires
April 18, 2019 02:10 ET (06:10 GMT)
