By William Gullotti
Buffalo, N.Y., May 25 – Shandong Gold Group Co., Ltd. subsidiary SDG Finance Ltd. priced $100 million of 4.95% perpetual capital securities at par, according to a listing notice with an appended offering circular on Wednesday.
The securities are guaranteed by the parent.
The starting interest rate will reset on May 24, 2025 to Treasuries plus 204.1 basis points and will likewise reset on each distribution date until redemption.
The securities can be redeemed at the issuer’s option at par starting May 24, 2025 and on every dividend distribution date thereafter. They may also be redeemed at 101 plus interest prior to the first call date for accounting reasons, then at par plus interest afterward for the same reasons. Multiple other triggering events exist which may also cause early redemption, including taxation reasons, breach of covenants event, relevant indebtedness default event, minimum outstanding amount or a dividend stopper breach event.
Holders may put the securities at 101 plus interest if a change of control occurs.
Distribution payments may be deferred at the issuer’s option, which will subject the issuer to certain restrictions. A 3% margin increase will be applied to the distribution rate if a change of control, breach of covenant, relevant indebtedness default or a dividend stopper breach event occurs and the securities are not subsequently redeemed.
Bank of China, CLSA, China Galaxy International, DBS Bank Ltd., Haitong International and Mizuho Securities are the joint global coordinators, joint lead managers and joint bookrunners for the offering.
Also serving as joint lead managers and joint bookrunners are ABC International, BOC International, CEB International, Central China International, CMBC Capital, CNCB Capital, China Citic Bank International, China International Capital Corp., Guotai Junan International, SDG Securities (HK), SPDB International and Zhongtai International.
Proceeds from the Regulation S offering will be used to refinance certain debt and for general corporate purposes.
Listing for the perpetuals is expected on the Hong Kong Exchange effective May 25.
Based in Jinan, China, Shandong Gold is a state-owned gold mining company.
| Issuer: | SDG Finance Ltd.
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| Guarantor: | Shandong Gold Group Co., Ltd.
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| Amount: | $100 million
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| Issue: | Guaranteed perpetual capital securities
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| Maturity: | Perpetual
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| Bookrunners: | Bank of China, CLSA, China Galaxy International, DBS Bank Ltd., Haitong International, Mizuho Securities, ABC International, BOC International, CEB International, Central China International, CMBC Capital, CNCB Capital, China Citic Bank International, China International Capital Corp., Guotai Junan International, SDG Securities (HK), SPDB International and Zhongtai International
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| Trustee: | Hongkong and Shanghai Banking Corp. Ltd.
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| Counsel to issuer: | Milbank LLP (England), DeHeng Law Offices (China), Ogier (British Virgin Islands)
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| Counsel to underwriters: | Linklaters (England), JunHe LLP (China)
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| Coupon: | 4.95%; resets to Treasuries plus 204.1 bps on May 24, 2025 and will likewise reset on each distribution date until redemption; distributions may be postponed at the issuer’s option
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| Price: | Par
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| Yield: | 4.95%
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| Call options: | At the option of the issuer, starting May 24, 2025 and on every dividend distribution date thereafter, at par plus interest; prior to May 24, 2025 at 101 plus interest for accounting reasons, then at par plus interest thereafter; multiple conditional calls at any time triggered by tax reasons, breach of covenants event, relevant indebtedness default event, minimum outstanding amount or a dividend stopper breach event
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| Change of control: | At 101 plus interest
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| Pricing date: | May 18
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| Issue date: | May 24
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| Listing date: | May 25
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| Distribution: | Regulation S
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| ISIN: | XS2479981289
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