SHANGHAI, March 25 /PRNewswire-Asia-FirstCall/ -- Xinhua Finance Limited (the "Company", TSE: 9399; OTC ADRs: XHFNY) announced today that it has commenced a tender offer for a portion of its 10% Senior Guaranteed Notes due 2011 (the "Notes") pursuant to a tender offer statement dated March 25, 2009 (the "Tender Offer Statement"). The tender offer will expire at 3:00 p.m., London time, on April 22, 2009, unless extended or earlier terminated (as such date and time may be extended or earlier terminated, the "Expiration Date").
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Holders of Notes ("Holders") who validly tender (and do not validly withdraw) their Notes prior to 3:00 p.m., London time, on the Expiration Date, will receive 100% of the principal amount of the outstanding Notes (the "Purchase Price"), plus accrued and unpaid interest thereon from the most recent payment of interest preceding the Payment Date (as defined herein) up to, but not including, the Payment Date (the "Accrued Interest," together with the Purchase Price, the "Tender Offer Consideration"). The Tender Offer Consideration is the result of the net cash proceeds from the sale of a certain identified restricted subsidiary, as adjusted under the terms of the indenture governing the Notes. All payments will be made on April 27, 2009, unless extended (as such date may be extended, the "Payment Date"). The Company will not spend more than US$5,290,743 in the aggregate to purchase its outstanding Notes at par, which amount includes the payment of the Purchase Price and Accrued Interest on the Payment Date.
In the event that the aggregate principal amount of Notes validly tendered and not validly withdrawn by Holders prior to the Expiration Date exceeds US$5,071,000, the Company will accept the Notes for payment on a pro rata basis from among such tendered Notes. Any such pro rata allocation will be calculated by multiplying the principal amount of Notes validly tendered via a tender instruction by a factor equal to the aggregate principal amount of the Notes that the Company is to purchase divided by the aggregate principal amount of the Notes validly tendered and not validly withdrawn. Each offer to sell reduced in this manner will be rounded down to the nearest denomination of US$100,000 and integral multiples of US$1,000 in excess thereof. Any tendered Notes not purchased due to proration will be returned to the Holder thereof as promptly as practicable after the Payment Date. There is no condition that any minimum amount of Notes must be tendered in the tender offer for the Company to accept the Notes for payment.
Tenders of Notes prior to the Expiration Date may be validly withdrawn at any time prior to 3:00 p.m., London time, on the Expiration Date, but not thereafter unless the tender offer is terminated without any Notes being purchased.
The Company's obligation to accept for payment and pay for the Notes validly tendered pursuant to the tender offer is conditioned upon the satisfaction or waiver of various conditions described in the Tender Offer Statement.
These conditions are for the Company's sole benefit and the Company may waive them in whole or in part at any or at various times prior to the expiration of the tender offer in its sole discretion. In addition, subject to the terms set forth in the Tender Offer Statement, the Company expressly reserves the right, but will not be obligated, at any time or from time to time, on or prior to the Expiration Date, to extend or amend the tender offer in any respect, subject to applicable law.
The trustee under the indenture governing the Notes has informed the Company that all custodians and beneficial Holders of Notes hold their Notes through Euroclear or Clearstream, Luxembourg accounts and that there are no physical Notes in non-global form. Accordingly, there are no letters of transmittal for the tender offer. Holders may tender their Notes by submitting an election instruction notice through Euroclear and Clearstream, Luxembourg. The Company will make letters of transmittal available to any Holders holding Notes in physical form. Holders who believe that they are holding a Note in physical form should contact The Bank of New York Mellon to obtain a letter of transmittal.
For information regarding the tender offer, including information regarding the calculation of the principal amount of Notes subject to the tender offer, the conditions to the tender offer and the procedures for tendering Notes, please refer to the Tender Offer Statement.
In addition, for further information and for copies of the Tender Offer Statement please contact: The Bank of New York Mellon at 40th Floor, One Canada Square, London E14 5AL, United Kingdom, Attention: Corporate Trust Services, email: eventsadmin@bnymellon.com, samuel.teh@bnymellon.com, jack.suk@bnymellon.com, Tel: (44) 207 964 4958, (65) 6432 0340, (65) 6432 0356, in its capacity as Information Agent and Tender Agent.
This announcement is for informational purposes only and does not constitute an invitation to participate in the tender offer in any jurisdiction in which, or to or from any person to or from whom it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required to inform themselves about, and to observe any such restrictions. The tender offer is made only by the Tender Offer Statement dated March 25, 2009. You should read the Tender Offer Statement before making a decision whether to tender the Notes.
This press release shall not constitute an offer to buy or solicitation of an offer to sell, nor shall there be any purchase or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Notes to Editors:
About Xinhua Finance Limited
Xinhua Finance Limited is China's premier financial information and media service provider and is listed on the Mothers Board of the Tokyo Stock Exchange (symbol: 9399) (OTC ADRs: XHFNY). Founded in November 1999, the Company is headquartered in Shanghai. For more information, please visit http://www.xinhuafinance.com
This press release is not for transmission or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. No securities of the Company may be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the US Securities Act of 1933, as amended. The Company does not intend to conduct a public offering of securities in the United States.
This press release contains some forward-looking statements that involve a number of risks and uncertainties. A number of factors could cause actual results, performance, achievements of the Company or industries in which it operates to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.
More Information:
IR Contact:
Mr. Charles Lau
Tel: +852-3196-3779
Email: charles.lau@xinhuafinance.com
