Xinhua Finance Launches Consent Solicitation for 10% Senior Guaranteed Notes Due 2011
SHANGHAI, May 26 /Xinhua-PRNewswire-FirstCall/ -- Xinhua Finance Limited , a China-based financial information and media services provider, today announced that it has commenced a consent solicitation (the ''Consent Solicitation'') relating to its outstanding US$100,000,000 10% Senior Guaranteed Notes due 2011, ISIN: XS0275685641 and Common Code: 027568564 (the ''Senior Notes''). The Consent Solicitation will expire at 3:00 p.m., London time, on June 9, 2008, unless extended (such date, as it may be extended, the ''Expiration Date'').
The primary purpose of the consent solicitation is to seek consents from noteholders of record as of May 26, 2008 to amend the indenture pursuant to which the Senior Notes were issued (the ''Indenture'') so as to remove the requirement that each of Mergent, Inc., Stone & McCarthy Research Associates, Inc., Market News International, Inc., G-7 Group, Inc., Washington Analysis Corporation and Taylor Rafferty Associates, Inc. (together, the ''Identified Restricted Subsidiaries'') shall always be restricted subsidiaries for the purpose of the Senior Notes (the ''Proposed Amendment''). The Proposed Amendment will require the consent of noteholders representing a majority in aggregate principal amount of the outstanding Senior Notes. If the Proposed Amendment becomes effective, then all the Senior Notes will be subject to the Proposed Amendment. In consideration for the consent of the noteholders to the Proposed Amendment, and subject to the execution of a supplemental indenture implementing such Proposed Amendment, Xinhua Finance will pay a cash payment of US$2.50 for each US$1,000 in principal amount of Senior Notes to noteholders of record as of May 26, 2008 who have properly delivered valid consents with respect to the Senior Notes, and have not revoked such consents prior to the Expiration Date. As further inducement for the noteholders to consent to the Proposed Amendment, Xinhua Finance would agree to set aside a certain portion of the proceeds from the sale of capital stock of any of the Identified Restricted Subsidiaries and use such portion of the proceeds to make an offer to purchase Senior Notes at par, plus accrued interest, within 45 days from receipt of any such proceeds.
The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement that is being sent noteholders. Noteholders are urged to read the Consent Solicitation Statement carefully before making any decision with respect to the Consent Solicitation. ABN AMRO Bank N.V. has been appointed as the Solicitation Agent for the Consent Solicitation. Questions regarding the Consent Solicitation and the procedures for consenting should be directed to the Solicitation Agent at: ABN AMRO Bank N.V. Tel: +65 6518 8618 The Bank of New York, London Branch has been appointed as the Information and Tabulation Agent for the Consent Solicitation. Requests for documentation should be directed to The Bank of New York, London Branch at: Fax: +44 207 964 6152. This announcement is not a solicitation of consents with respect to the Senior Notes. The Consent Solicitation is being made solely by the Consent Solicitation Statement and the related consent form. In any jurisdiction where the laws require solicitations to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on behalf of the Company by the Solicitation Agent, or one or more registered broker dealers under the laws of such jurisdiction. Notes to Editors About Xinhua Finance Limited
For more information, please contact: Media Contact: IR Contact: This press release is not for transmission or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. No securities of Xinhua Finance may be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the US Securities Act of 1933, as amended. Xinhua Finance does not intend to conduct a public offering of securities in the United States.
CONTACT: Ms. Joy Tsang, +86-21-6113-5999 or +86-136-2179-1577, or Web Site: http://www.xinhuafinance.com/
2008-05-26 06:57:22 0370044 PRNEWSWIRE
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