By William Gullotti
Buffalo, N.Y., April 19 – DianJian Haiyu Ltd., an indirectly and partially owned subsidiary of Power Construction Corp. of China, issued $500 million of 4¼% subordinated guaranteed perpetual securities (Baa2), according to a listing notice with an appended offering circular on Tuesday.
The perpetual securities were sold at par and are guaranteed by the parent company.
The perpetuals may be redeemed early for taxation reasons, accounting reasons, breach of covenant event or default event at par plus interest. The issuer may also redeem the perpetuals at par plus interest after five years and on each subsequent distribution date thereafter.
Investors will be able to exercise a change-of-control put at 101 plus interest.
Change of control, breach of covenant and/or default events will trigger a step-up event, which will increase the distribution rate by 3% if the issuer does not issue an irrevocable redemption notice.
Distributions may be deferred at the issuer’s option.
Standard Chartered Bank and ICBC International are the joint global coordinators, joint lead managers and joint bookrunners for the Regulation S offering.
Also serving as joint lead managers and joint bookrunners are Agricultural Bank of China, Bank of China (Hong Kong), CCB International, China International Capital Corp., China Securities International, CLSA, CMBC Capital, DBS Bank Ltd., Guotai Junan International, HSBC and Mizuho Securities.
Proceeds will be used to repay offshore debt.
Listing for the perpetuals is expected on the Hong Kong Exchange effective April 19.
The issuer is a special purpose entity incorporated in the British Virgin Islands to issue notes and securities. The guarantor is a Beijing-based contracting, investment and real estate development company.
| Issuer: | DianJian Haiyu Ltd.
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| Guarantor: | Power Construction Corp. of China
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| Amount: | $500 million
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| Issue: | Subordinated guaranteed perpetual securities
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| Maturity: | Perpetual
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| Bookrunners: | Standard Chartered Bank, ICBC International, Agricultural Bank of China, Bank of China (Hong Kong), CCB International, China International Capital Corp., China Securities International, CLSA, CMBC Capital, DBS Bank Ltd., Guotai Junan International, HSBC and Mizuho Securities
|
| Counsel to issuer: | Clifford Chance (England), Jia Yuan Law Offices (China), Ogier (BVI)
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| Counsel to bookrunners: | Allen & Overy (England), Global Law Office (China)
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| Coupon: | 4¼%; distribution rate will increase by 3% if a step-up event occurs; distributions may be deferred
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| Price: | Par
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| Yield: | 4¼%
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| Call option: | At any time for taxation reasons, accounting reasons, breach of covenant or default event at par plus interest; starting Jan. 14, 2027 at par plus interest and on every subsequent distribution payment date
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| Change of control: | At 101 plus interest
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| Pricing date: | April 7
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| Issue date: | April 14
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| Listing date: | April 19
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| Rating: | Moody’s: Baa2
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| Distribution: | Regulation S
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| ISIN: | XS2455411558
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