远洋地产近通过向国际投资者发行9亿美可转换债券,债券在五年后赎回。
 
远洋由长期顾问北京柯杰和普衡律师事务所提供法律顾问。Maples and Calder也为远洋提供有关开曼群岛的法律咨询。竞天公诚和年利达律师事务所为则为经办人担任代表律师。

 

Sino-Ocean Land Convertible Securities Offering
US$900m
Synopsis Sino-Ocean Land Capital Finance Limited has launched its US$900m issuance of perpetual subordinated convertible securities
Firm Client Role
Kejie Law Office [Lead partner: He Jie]
Issuer
PRC counsel
Paul Hastings [Raymond Li, Neil Torpey, Vivian Lam, David Grimm and Catherine Tsang]
Issuer
International counsel
Maples and Calder
Issuer
Cayman Islands counsel
Jingtian & Gongcheng
*Joint lead managers
PRC counsel
Linklaters
*Joint lead managers
US and UK counsel

Beijing Kejie Law Firm has recently represented Sino-Ocean Land Capital Finance Limited, subsidiary of Sino-Ocean Land Holdings, in its US$900m issuance of perpetual subordinated convertible securities. This is the first issuance in Hong Kong where the securities are recognised as equity on the balance sheet of the issuer upon issue.

The convertible securities are perpetual with no fixed redemption date and will be listed on the Singapore Stock Exchange upon completion. According to Paul Hastings, the securities are treated as equity, therefore in negotiating the terms and conditions, there was no benchmark against traditional convertible bonds. “It was the first time that such perpetual subordinated convertible securities had been offered, so there were many legal and accounting issues to be considered. Also, getting the deal signed up within the extremely aggressive timeline required by the client was a real challenge,” said Raymond Li, a corporate partner in Paul Hastings Hong Kong office.

Paul Hastings is a long-term legal advisor to Sino-Ocean Land, having advised the company on its US$700m syndicated loan in September last year. The firm also recently acted for Sino-Ocean on its general offer to acquire shares in Hong Kong-listed Kee Shing, a Hong Kong-listed company.

Kejie Law Office is also long-term legal advisor to Sino-Ocean. Last year, the firm advised Sino-Ocean on its RMB2.6bn corporate bonds issuance, its US$30m investment in Glorious Property Holdings and its sale of a16.57 % stake to China Life Insurance.

Hong Kong-listed Sino-Ocean Land was established in 1993 and is one of the largest real estate companies in China.

*BOCI Asia, JP Morgan Securities and Macquarie Capital Securities were joint lead managers of the deal. ALB

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