Disclaimer
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN “U.S. PERSONS” (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
You must read the following disclaimer before continuing. The following disclaimer applies to the consent solicitation memorandums dated 26 July 2023 in relation to the outstanding 6.000 per cent. Notes due 2024 (the “2024 Notes”) and in relation to the 5.95 per cent. guaranteed notes due 2027 (the “2027 Notes”) and 4.75 per cent. guaranteed notes due 2029 (the “2029 Notes”, together with the 2024 Notes and the 2027 Notes, the “Notes” and each a “Series”) respectively (the “Consent Solicitation Memorandum”) and other documents on this website, and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Consent Solicitation Memorandums and other relevant documents. By accessing or reading the relevant Consent Solicitation Memorandum and/or documents on this website, you shall be deemed (in addition to giving the representations below) to agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Haitong International Securities Company Limited (the “Solicitation Agent”), Morrow Sodali Limited (the “Information and Tabulation Agent”), Sino-Ocean Land Treasure Finance I Limited 遠洋地産寶財I 有限公司 (the “2024 Notes Issuer”), Sino-Ocean Land Treasure Finance II Limited 遠洋地産寶財II 有限公司 (the “2027 Notes Issuer”), Sino-Ocean Land Treasure IV Limited 遠洋地産寶財IV 有限公司 (the “2029 Notes Issuer”, and together with the 2027 Notes Issuer, the “Issuers”, and each an “Issuer”) and/or Sino-Ocean Group Holding Limited 遠洋集團控股有限公司 (the “Guarantor”) as a result of such access.
EACH CONSENT SOLICITATION MEMORANDUM (WHICH EXPRESSION WHEN USED ON THESE PAGES INCLUDES THE CONSENT SOLICITATIONS REFERRED TO THEREIN) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED ALL OR PART OF YOUR HOLDING OF THE NOTES TO WHICH IT RELATES, YOU SHOULD CONTACT THE INFORMATION AND TABULATION AGENT.
Capitalised terms used but not defined herein have the meanings given to them in the relevant Consent Solicitation Memorandum.
The Solicitation Agent and the Information and Tabulation Agent are acting exclusively for the Issuers and/or the Guarantor and no one else in connection with the Consent Solicitations, the Proposed Amendments and Waivers or the Extraordinary Resolutions and will not regard any other person (whether or not a recipient of any Consent Solicitation Memorandum) as a client. The Solicitation Agent and the Information and Tabulation Agent will not be responsible for providing advice in relation to any matters referred to in the Consent Solicitation Memorandums. Each Consent Solicitation Memorandum has been prepared by the relevant Issuers and the Guarantor and is being provided to you, in addition to any other materials or information provided in connection with the Consent Solicitations, the Proposed Amendments and Waivers or the Extraordinary Resolution in respect of the relevant Series on behalf of the relevant Issuers and the Guarantor. None of the Solicitation Agent, the Trustee, the Agents or the Information and Tabulation Agent or their respective affiliates (or their respective directors, employees, officers, advisers, consultants or agents) shall be responsible, liable or owe a duty of care to any recipient of any Consent Solicitation Memorandum or any other materials or information provided to such recipient in connection with the Consent Solicitations, the Proposed Amendments and Waivers or the Extraordinary Resolutions.
None of the Solicitation Agent, the Trustee, the Agents or the Information and Tabulation Agent (or their respective directors, officers, employees, advisers, consultants, agents or affiliates) makes any representation or recommendation whatsoever regarding the Consent Solicitation Memorandums, or any document prepared in connection with them, the Proposed Amendments and Waivers, the Extraordinary Resolutions or the Consent Solicitations.
None of the Solicitation Agent, the Trustee, the Agents or the Information and Tabulation Agent (nor their respective directors, officers, employees, advisers, consultants, agents or affiliates), or any person who controls any of them makes any representation, warranty or undertaking, express or implied, as to, or assumes any responsibility or liability for, the accuracy, sufficiency or completeness of the information and statements contained in the Consent Solicitation Memorandums concerning the Proposed Amendments and Waivers, the Extraordinary Resolutions or the Consent Solicitations or of any other statements contained in the Consent Solicitation Memorandums or for any failure by any of the Issuers or the Guarantor to disclose events that may have occurred and may affect the significance or accuracy of such information.
In accordance with usual practice, the Solicitation Agent, the Trustee, the Agents and the Information and Tabulation Agent express no views on the merits of the Consent Solicitations. None of the Solicitation Agent, the Trustee, the Agents or the Information and Tabulation Agent makes any representation that all relevant information has been disclosed to the holders of the relevant Series in or pursuant to the relevant Consent Solicitation Memorandum and each Notice of Meeting or that any disclosed information is accurate and not misleading. The Trustee, the Agents and the Information and Tabulation Agent have not been involved in formulating the Proposed Amendments and Waivers or the Extraordinary Resolutions. Accordingly, each of the Solicitation Agent, the Trustee, the Agents and the Information and Tabulation Agent recommends that Holders who are unsure of the consequences of the Consent Solicitations, the Proposed Amendments and Waivers and/or the Extraordinary Resolutions should seek their own financial and legal advice. In relation to the delivery or revocation of Consent Instructions through the Clearing Systems, holders of the relevant Series should note the particular practice of the relevant Clearing System, including any earlier deadlines by such Clearing System and any intermediaries or custodians. In implementing the relevant Extraordinary Resolution and Proposed Amendments and Waivers, each of the Trustee and the Agents shall be entitled to all of the rights, protections, privileges, indemnities and other benefits granted or afforded to it under the relevant Trust Deed, Agency Agreement and Extraordinary Resolution.
Each holders of the relevant Series should seek its own independent advice and is solely responsible for making its own independent appraisal of all matters as such holder deems appropriate (including those relating to the Consent Solicitation(s), the Extraordinary Resolution(s) and the Proposed Amendments and Waivers in respect of its Notes), and each holder must make its own decision in connection with the Extraordinary Resolution in respect of the relevant Series.
The delivery of the Consent Solicitation Memorandums shall not, under any circumstances, create any implication that the information contained therein is correct and/or current as of any time subsequent to the date of the Consent Solicitation Memorandums. Each Consent Solicitation Memorandum is solely directed at the holders of the relevant Series in those jurisdictions where such Consent Solicitation Memorandum may be lawfully directed to them.
You are recommended to seek independent legal advice as to the contents of the relevant Consent Solicitation Memorandum, and to seek independent financial and legal advice from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial or other adviser as to the action you should take. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such person if it wishes to participate in the Consent Solicitations.
Confirmation of your representation: By accessing the relevant Consent Solicitation Memorandum, you shall be deemed (in addition to the above) to have represented to the Issuers, the Guarantor, the Solicitation Agent, the Information and Tabulation Agent, the Trustee and the Agents that:
- you are, or are acting on behalf of, a holder of one or more Series;
- you are not a U.S. person (as defined in Regulation S under the Securities Act), and are not acting for the account or benefit of any U.S. person, and that you are not located in the United States, and the electronic mail address that you have given to us and to which the relevant Consent Solicitation Memorandum has been delivered is not located in the United States;
- you shall not pass on the Consent Solicitation Memorandums to third parties or otherwise make any Consent Solicitation Memorandum publicly available;
- you are not a person to or from whom it is unlawful to send the Consent Solicitation Memorandums or to solicit consents under the Consent Solicitations described in the relevant Consent Solicitation Memorandum under applicable law;
- you are not a Sanctions Restricted Person;
- you consent to delivery of the Consent Solicitation Memorandums by electronic transmission; and
- you have understood and agreed to the terms set forth in this disclaimer.
You are reminded that the Consent Solicitation Memorandums have been delivered to you on the basis that the above representations are accurate.
NOTHING IN THE CONSENT SOLICITATION MEMORANDUMS OR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES OR CONTEMPLATES AN OFFER OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL, SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
The distribution of the Consent Solicitation Memorandums in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandums come are required by the Issuers, the Guarantor, the Solicitation Agent and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.
Each Consent Solicitation Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuers, the Guarantor, the Solicitation Agent, the Information and Tabulation Agent, the Trustee or the Agents or any person who controls, or is a director, officer, employee, adviser, consultant, agent or affiliate of, any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandums distributed to you in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent or the Solicitation Agent.