Establishment of a U.S.$300,000,000 Guaranteed Multicurrency Medium Term Note Programme
The board of directors (the "Board") of mm2 Asia Ltd. (the "Company") is pleased to announce that the Company has today established a U.S.$300,000,000 Guaranteed Multicurrency Medium Term Note Programme (the "Programme"). In connection therewith, the Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and Standard Chartered Bank have been appointed to act as the joint arrangers and the dealers of the Programme (hereinafter known as the "Dealers" and each a "Dealer"), and Haitong International Securities (Singapore) Pte. Ltd. has been appointed to act as the joint lead manager and joint bookrunner.
Under the Programme, the Company, subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes in bearer form or in registered form, on a syndicated or non-syndicated basis (the "Notes"). The Notes will constitute direct, general, and unconditional obligations of the Company and shall at all times rank pari passu among themselves, and at least pari passu with all other present and future unsecured obligations of the Company, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. The Notes will be issued in series (each a "Series"), and each Series may be issued in tranches. The Notes may be issued in any currency and may bear interest at a fixed, floating, variable, or hybrid rates (as applicable), or may not bear interest, as agreed between the Company and the relevant Dealer and as specified in the applicable pricing supplement.
The Programme and the Notes will be guaranteed by the following subsidiaries of the Company: (1) mm Connect Pte. Ltd.; (2) mm2 Entertainment Pte. Ltd.; (3) mm Plus Pte. Ltd.; (4) 2mm Pte. Ltd.; and (5) Cathay Cineplexes Pte Ltd (the "Subsidiary Guarantors"). The Subsidiary Guarantors have unconditionally and irrevocably guaranteed the due payment of all sums expressed to be payable by the Company under the Programme and the Notes (the "Guarantees"). The Guarantees will constitute direct, general, and unconditional obligations of each Subsidiary Guarantor and shall at all times rank at least pari passu with all other present and future unsecured obligations of each Subsidiary Guarantor, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.
The issue of Notes will be further subject to the terms and conditions as set out in the offering circular dated 10 March 2018 in relation to the Programme, as may be modified by the applicable pricing supplement upon issue of the Notes.
The Notes will be offered by the Company pursuant to exemptions invoked under Sections 274, 275, and/or any other applicable provisions of the Securities and Futures Act (Chapter 289) of Singapore.
Unless otherwise specified in the relevant pricing supplement, the net proceeds arising from the issue of Notes under the Programme (after deducting issue expenses) will be used by the Company and/or its subsidiaries for refinancing of existing borrowings, making investments and/or acquisitions, general working capital, and corporate purposes.
Application has been made to the Singapore Exchange Securities Trading Limited (the "SGX-ST") for permission to deal in, and for quotation of, any Notes that may be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be listed on the Official List of the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. The approval in-principle (if obtained) from, and the admission of any Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company, its subsidiaries, the Programme, and/or the Notes.
By Order of the Board
Melvin Ang Wee Chye
10 March 2018