THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES, AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ELSEWHERE. NEITHER THIS ANNOUNCEMENT NOR ANY COPY HEREOF MAY BE TAKEN INTO OR DISTRIBUTED IN THE UNITED STATES.
Further to the announcement dated 10 March 2018, the Board of Directors (the “Board”) of mm2 Asia Ltd. (the "Company") is pleased to announce the launch and pricing of the S$50,000,000 7.00% fixed rate notes due 2021 (the "Series 001 Notes") to be issued under its U.S.$300,000,000 Guaranteed Multicurrency Medium Term Note Programme (the "Programme"). The Programme was established by the Company on 10 March 2018.
The Hongkong and Shanghai Banking Corporation Limited (Singapore Branch), Standard Chartered Bank, and Haitong International Securities (Singapore) Pte. Ltd. have been appointed to act as the joint lead managers and joint bookrunners in relation to the Series 001 Notes.
The principal terms of the Series 001 Notes are as follows:
Issue Size: S$50,000,000
Issue Price: 100% of the aggregate nominal amount of the Series 001 Notes
Interest: 7.00% per annum, payable semi-annually in arrear
Maturity Date: Three years from the date of issue
Pursuant to condition 10(f) of the terms and conditions as set out in the offering circular dated 10 March 2018 in relation to the Programme, upon the occurrence of a Change of Control, each holder of Series 001 Notes will have the option to require the Company to redeem all (but not some) of the Notes of such holder together with unpaid accrued interest (if any). A "Change of Control" refers to the occurrence of one or more of the following events:-
(a) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any Person; or
(b) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that:
(i) the Permitted Holders cease to own, collectively, directly or indirectly, at least 20% of the Voting Stock of the Company (measured by voting power rather than number of shares);*
(ii) individuals who on the Original Issue Date constituted the Board of the Company (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors on the Original Issue Date or whose election or nomination for election was previously so approved or who were elected with the consent of the Permitted Holders) cease for any reason to constitute a majority of the Board of the Company then in office, provided that no retirement or disqualification of a director by reason of the operation of law or the application of listing or corporate governance rules shall be taken into account in determining the majority of the Board for this purpose; or
(iii) any Person, other than the Permitted Holders, becomes the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the Company.
The Series 001 Notes are expected to be issued on 27 April 2018 (subject to satisfaction of customary closing conditions). The Series 001 Notes will be offered by the Company pursuant to exemptions invoked under Sections 274 and/or 275 of the Securities and Futures Act, Chapter 289 of Singapore (and/or such equivalent provisions in the relevant jurisdictions where the Series 001 Notes are offered and/or subscribed).
The net proceeds arising from the issue of the Series 001 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 will be made to the Singapore Exchange Securities Trading Limited (the “SGX- ST”) for the listing and quotation of the Series 001 Notes. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Approval in-principle from, admission to the Official List of, and the listing and quotation of the Series 001 Notes on, the SGX-ST are not to be taken as an indication of the merits of the Company, its subsidiaries, the Programme or the Series 001 Notes. The Series 001 Notes are expected to be listed on the SGX-ST on 30 April 2018.
By Order of the Board
Melvin Ang Wee Chye
20 April 2018
*"Permitted Holders" means Melvin Ang Wee Chye and his estate, spouse, heirs, ancestors, lineal descendants and legatees and legal representatives of the foregoing and the trustee of any bona fide trust.
THE SERIES 001 NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS.