China Logistics Property Holdings Co., Ltd

Last notice February 25, 2022 - View.

PROJECT DESCRIPTION
EN FR DE

DEAL PARTIES

GLAS

Information Agent & Tabulation Agent

GLAS

Tender Agent

PROJECT NOTICES

Tender Offer

February 25, 2022


China Logistics Property Holdings – Tender Offer

Please read the following confirmation of your representation.

Click the box to accept the terms and submit your details.

Documentation will be made available to you after on receipt.

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Confirmation of your representation: In order to be eligible to view the Change of Control Tender Offer Memorandum or participate in the Offer (as defined below), you must be able to participate lawfully in the invitation by China Logistics Property Holdings Co., Ltd (the “Issuer”) to holders of the Notes (as defined below) to tender their Notes for purchase by the Issuer for cash (the “Offer”) on the terms and subject to the conditions set out in the Change of Control Tender Offer Memorandum, including the Offer and Distribution Restrictions set out on pages 7 to 9 thereof, which are also set out below. The Change of Control Tender Offer Memorandum was sent at your request and by accessing, reading or making any other use of the Change of Control Tender Offer Memorandum, you shall be deemed to have represented to the Issuer and GLAS Specialist Services Limited (the “Tender Agent”) that:

  1. you are a holder or a beneficial owner of the U.S.$150,000,000 8.75 per cent. Senior Notes Due 2022 of the Issuer (ISIN: XS2258253199; Common Code: 225825319) (the “Notes”);
  1. you are not a Sanctions Restricted Person (as defined below) and you are a person to whom it is lawful to send the Change of Control Tender Offer Memorandum or to make an invitation pursuant to the Offer under all applicable laws, including the Offer and Distribution Restrictions referred to above; and
  1. you consent to delivery of the Change of Control Tender Offer Memorandum to you by electronic transmission.

For purposes of this communication and the Change of Control Tender Offer Memorandum:

A Sanctions Authority is each of: 

  1. The United States government;
  1. the United Nations;
  1. the European Union (or any of its member states);
  1. any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; or

the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty’s Treasury.

A Sanctions Restricted Person is an individual or an entity (a “Person”):

  1. that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (a) the most current “Specially Designated Nationals and Blocked Persons” list (which as of the date of the Change of Control Tender Offer Memorandum can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (b) the Foreign Sanctions Evaders List (which as of the date of the Change of Control Tender Offer Memorandum can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (c) the most current “Consolidated list of persons, groups and entities subject to EU financial sanctions” (which as of the date of the Change of Control Tender Offer Memorandum can be found at: https://eeas.europa.eu/topics/sanctions-policy/8442/consolidated-list-of-sanctions_en); or
  1. that is otherwise the subject or target of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (a) the most current “Sectoral Sanctions Identifications” list (which as of the date of the Change of Control Tender Offer Memorandum can be found at: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx) (the “SSI List”), (b) Annexes III, IV, V and VI of Council Regulation No.833/2014 (the “EU Annexes”) and Council Decision 512/2014, each, as amended, or (b) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.

Offer and Distribution Restrictions

The Change of Control Tender Offer Memorandum does not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of the Change of Control Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Change of Control Tender Offer Memorandum comes are required by each of the Issuer and the Tender Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of the Change of Control Tender Offer Memorandum and any other documents or materials relating to the Offer 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 Financial Services and Markets Act 2000, as amended. 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 falling 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 any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither the Change of Control Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer. The Change of Control Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

Neither the Change of Control Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither the Change of Control Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time).

Italy

None of the Offer, the Change of Control Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”).

The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999.

Holders or beneficial owners of the Notes that qualify as qualified investors (investitori qualificati) can offer Notes for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

Hong Kong

No person shall issue or have in its possession for the purpose of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Offer, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities law of Hong Kong) other than to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

Singapore

The Change of Control Tender Offer Memorandum and any other documents or materials relating to the Offer have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Change of Control Tender Offer Memorandum and any other documents or materials relating to the Offer may not be circulated or distributed to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Switzerland

Neither the Change of Control Tender Offer Memorandum nor any other documents or materials relating to the Offer constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility. When in doubt, investors based in Switzerland are recommended to contact their legal, financial or tax adviser with respect to the Offer.

General

Neither the Change of Control Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Change of Control Tender Offer Memorandum under “Procedures for Participating in the Offer”. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will not be accepted.

Each of the Issuer and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

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