Gemdale units begin tender, seek consents for three note series

By Susanna Moon

Chicago, Sept. 14 – China-based Gemdale Corp.’s indirect wholly owned subsidiaries said they began tender offers for three series of notes and are soliciting consents to amend the terms.

Gemdale International Investment Ltd. is tendering for its $284,284,000 of outstanding $350 million 7 1/8% guaranteed bonds due 2017 issued on Nov. 16 with a repurchase price of $1,035.625 per $1,000 principal amount, according to a company press release.

Gemdale (Asia) Investment Ltd. is tendering for its RMB 1.05 billion 6½% guaranteed bonds due 2017 issued on March 4, 2014 with a repurchase price of RMB 9,900 per RMB 10,000 principal amount.

Gemdale (Asia) Holding Ltd. is tendering for its RMB 323.89 million of outstanding RMB 2 billion 5 5/8% guaranteed bonds due 2018 issued on March 21, 2013 with a repurchase price of RMB 9,700 per RMB 10,000 principal amount.

Gemdale Corp. is seeking to manage its capital structure and outstanding bonds, the press release noted.

The issuers are seeking the consent of holders to modify the bond terms to provide each issuer with a call option at a redemption price of 101 for the 7 1/8% bonds, 99 for the 6½% bonds and 97 for the 5 5/8% bonds.

The companies also will pay accrued interest to but excluding the settlement date.

The bondholder meetings have been set for Oct. 6 in Hong Kong.

Holders of the 2017 bonds who provide electronic instructions in favor of the measure by the early consent deadline at 11 a.m. ET on Sept. 23 will be receive the early consent fee of $7.00 per $1,000 principal amount or RMB 100 per RMB 10,000 principal amount.

Those who submit their votes in favor of the proposal after the early deadline will receive the ordinary consent fee, which will be $3.50 per $1,000 principal amount, RMB 5.00 per RMB 10,000 of the 6½% notes or RMB 25.00 per RMB 10,000 of the 5 5/8% notes.

The consent fee will only be paid to bondholders who provide electronic instructions in favor of the extraordinary resolution and if the resolution is passed at the meeting, the company said.

The tender offers will end at 11 a.m. ET on Sept. 30.

DBS Bank Ltd. is the structuring adviser, and DBS Bank Ltd. and Standard Chartered Bank are the joint dealer managers. D.F. King (+44 207 920 9700, +852 3953 7230 or gemdale@dfkingltd.com) is the tender and tabulation agent.

Gemdale is a Shenzhen, China-based real estate developer.

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