overseas regulatory announcement

469 Pages·2017·6.28 MB·English

by  Selina Ng

Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents
of this announcement, make no representation as to its accuracy or completeness and expressly disclaim
any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of
the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or solicitation of
an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do
any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not for distribution, directly or indirectly, in or into the United States. This
announcement and the information contained herein does not constitute or form part of an offer to purchase,
subscribe or sell securities in the United States. Securities may not be offered or sold in the United States
unless registered pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant
to an applicable exemption from such registration requirements. Any public offering of securities to be made
in the United States will be made by means of a prospectus that will contain detailed information about the
Company and management, as well as financial statements. The securities referred to herein have not been
and will not be registered under the Securities Act and no public offering of securities will be made in the
United States. The securities described in this announcement will be sold in accordance with all applicable
laws and regulations. No money, securities or other consideration is being solicited by this announcement
or the information contained herein and, if sent in response to this announcement or the information
contained herein, will not be accepted.

This announcement is not a prospectus for the purposes of the European Union’s Directive 2003/71/EC
(and any amendments thereto) as implemented in member states of the European Economic Area (the
“EEA”).

MiFID II professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MIFID II product
governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs
key information document (KID) has been prepared as not available to retail in EEA.

The communication of this announcement and any other document or materials relating to the issue of the
securities offered hereby is not being made, and such documents and/or materials have not been approved,
by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and
Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to,
and must not be passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being made to those persons in the United
Kingdom who have professional experience in matters relating to investments and who fall within the
definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who
fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom
it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being
referred to as “relevant persons”). In the United Kingdom, the securities offered hereby are only available
to, and any investment or investment activity to which this announcement relates will be engaged in only
with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or
rely on this announcement or any of its contents.
AGILE GROUP HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3383)

OVERSEAS REGULATORY ANNOUNCEMENT

This overseas regulatory announcement is issued pursuant to Rule 13.10B of the Rules Governing
the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the
“Stock Exchange”).
Reference is made to the announcements of Agile Group Holdings Limited (the “Company”) dated
27 February 2018, 28 February 2018 and 2 March 2018 in relation to the issuance of the Securities
(the “Announcements”). Unless otherwise defined, capitalised terms used herein have the same
meanings as ascribed to them in the Announcements.
Please refer to the attached supplemental offering memorandum dated 1 March 2018 and the
accompanying offering memorandum dated 28 February 2018 in relation to the issuance of the
Securities (collectively, the “Offering Memorandum”), which was published on the website of
SGX-ST on 12 March 2018.
The posting of the Offering Memorandum on the website of the Stock Exchange is only for the
purpose of facilitating equal dissemination of information to investors in Hong Kong and
compliance with Rule 13.10B of the Listing Rules, and not for any other purposes.
The Offering Memorandum does not constitute a prospectus, notice, circular, brochure or
advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation
to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite
offers by the public to subscribe for or purchase any securities.
The Offering Memorandum must not be regarded as an inducement to subscribe for or purchase
any securities of the Company, and no such inducement is intended. No investment decision should
be based on the information contained in the Offering Memorandum.
On behalf of the Board
Agile Group Holdings Limited
LAM Ping Yuk
Company Secretary
Hong Kong, 12 March 2018
As at the date of this announcement, the Board comprises twelve members, being Mr. Chen Zhuo Lin*
(Chairman and President), Mr. Chan Cheuk Yin** (Vice Chairperson), Madam Luk Sin Fong, Fion** (Vice
Chairperson), Mr. Chan Cheuk Hung*, Mr. Huang Fengchao*, Mr. Chen Zhongqi*, Mr. Chan Cheuk Hei**,
Mr. Chan Cheuk Nam**, Dr. Cheng Hon Kwan , Mr. Kwong Che Keung, Gordon , Mr. Hui Chiu Chung,
# #
Stephen and Mr. Wong Shiu Hoi, Peter .
# #

* Executive Directors
** Non-executive Directors
# Independent Non-executive Directors
- 2 -
IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE
NON–U.S. PERSONS OUTSIDE OF THE UNITED STATES
IMPORTANT: You must read the following before continuing. The following applies to the offering
memorandum following this page, and you are therefore advised to read this carefully before reading, accessing
or making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be
bound by the following terms and conditions, including any modifications to them any time you receive any
information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR
SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT), 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 FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS
UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF
THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE
GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS,
YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES
DESCRIBED THEREIN.
Confirmation of your representation: In order to be eligible to view this offering memorandum or make an
investment decision with respect to the securities, investors must be non-U.S. persons (as defined under
Regulation S under the Securities Act) outside the United States. By accepting the e-mail and accessing this
offering memorandum, you shall be deemed to have represented to us that (1) you and any customers you
represent are non-U.S. persons outside the United States and that the electronic mail address that you gave us
and to which this e-mail has been delivered is not located in the United States and (2) that you consent to
delivery of such offering memorandum by electronic transmission.
The attached offering memorandum is not a prospectus for the purposes of the European Union’s Directive
2003/71/EC (and any amendments thereto) as implemented in member states of the European Economic Area
(the “EEA”).
Prohibition of sales to EEA retail investors – The Securities are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU as amended (“MiFID II”); or (ii) a customer within the
meaning of Directive 2002/92/EC as amended where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 as amended (the “PRIIPs Regulation”) for offering or selling the Securities or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPS only target market – Solely for the
purposes of the manufacturer’s product approval process, the target market assessment in respect of the
Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Securities to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Securities (a “distributor”) should take into consideration the manufacturer’s target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Securities (by either adopting or refining the manufacturer’s target market
assessment) and determining appropriate distribution channels.
The communication of the attached offering memorandum and any other document or materials relating to the
issue of the securities described therein is not being made, and such documents and/or materials have not been
approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services
and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of
such documents and/or materials as a financial promotion is only being made to those persons in the United
Kingdom who have professional experience in matters relating to investments and who fall within the definition
of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who fall within Article
49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant
persons”). In the United Kingdom, the securities described in the attached offering memorandum are only
available to, and any investment or investment activity to which the attached offering memorandum relates will
be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person
should not act or rely on the attached offering memorandum or any of its contents.
You are reminded that this offering memorandum has been delivered to you on the basis that you are a person
into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of
jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the
contents of this offering memorandum to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the
offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial
purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the
initial purchasers or such affiliate on behalf of the issuer in such jurisdiction. This offering 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 Joint Global
Coordinators, the Joint Lead Managers and the Joint Bookrunners, or The Hongkong and Shanghai Banking
Corporation Limited, as trustee, principal paying agent, transfer agent and registrar, or any person who controls
any of them or any director, officer, employee or agent of any of them or affiliate of any such person accepts
any liability or responsibility whatsoever in respect of any difference between the offering memorandum
distributed to you in electronic format and the hard copy version available to you on request.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your
own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of
a destructive nature.
Supplemental Offering Memorandum Strictly Confidential
AGILE GROUP HOLDINGS LIMITED
(incorporatedwithlimitedliabilityunderthelawsoftheCaymanIslands)
US$100,000,000
Senior Perpetual Capital Securities
Issue Price: 100%
TheUS$100,000,000inaggregateprincipalamountofseniorperpetualcapitalsecurities(the“UpsizeSecurities”)willbeissuedbyAgileGroupHoldingsLimited(the
“Company” or the “Issuer”). The Upsize Securities will be issued on the same date as, and consolidated and form a single series with the US$300,000,000 senior
perpetualcapitalsecuritiestobeissuedbytheCompanyonMarch7,2018(the“OriginalSecurities”and,togetherwiththeUpsizeSecurities,the“Securities”).The
UpsizeSecuritieshavethesametermsandconditionsastheOriginalSecuritiesinallrespects.UpontheissuanceoftheOriginalSecuritiesandtheUpsizeSecurities,the
aggregateprincipalamountofoutstandingSecuritieswillbeUS$400,000,000.Thissupplementalofferingmemorandumincorporatestheinformationcontainedinthe
attachedofferingmemorandumdatedFebruary28,2018relatingtotheOriginalSecurities(the“OriginalOfferingMemorandum”)andshouldbereadinconjunctionwith
theOriginalOfferingMemorandum.TheinformationinthissupplementalofferingmemorandumsupplementstheOriginalOfferingMemorandumand,totheextentthat
there is any inconsistency between any information in this supplemental offering memorandum and the information in the Original Offering Memorandum, the
informationinthissupplementalofferingmemorandumshallprevail.TermsusedbutnotdefinedhereinshallhavethemeaningsgiventothemintheOriginalOffering
Memorandum.TheSecuritiesconferarighttoreceivedistribution(each,a“Distribution”)fortheperiodfromandincludingMarch7,2018(the“IssueDate”)atthe
applicableratedescribedbelow(the“DistributionRate”).SubjecttotheprovisionsoftheSecuritiesrelatingtodeferralofDistribution(see“TermsandConditionsofthe
Securities — Distributions — Distribution Deferral”) in the Original Offering Memorandum, Distribution shall be payable semi-annually in arrear on March 7, and
September7,ofeachyear(each,a“DistributionPaymentDate”)withthefirstDistributionPaymentDatefallinginSeptember7,2018(also,a“DistributionPayment
Date”).
UnlesspreviouslyredeemedinaccordancewiththetermsoftheSecurities,Distribution(i)from,andincluding,theIssueDateto,butexcluding,March7,2023shallaccrueonthe
outstandingprincipalamountoftheSecuritiesatarateof6.875percent.perannum;(ii)from,andincluding,theFirstResetDateandeachResetDateto,butexcluding,the
immediatelyfollowingResetDateshallaccrueontheoutstandingprincipalamountoftheSecuritiesatarateperannumequaltotheapplicableTreasuryRate(asdefinedin
“TermsandConditionsoftheSecurities”)intheOriginalOfferingMemorandumplus4.216percent.plus5.00percent.perannum.
TheIssuermay,atitssolediscretion,electtodefer,inwholeorinpart,aDistributionwhichisotherwisescheduledtobepaidonaDistributionPaymentDatetothenext
Distribution Payment Date by providing holders of the Securities (“Holders”) with not more than 10 nor less than five Business Days’ (as defined in “Terms and
ConditionsoftheSecurities”)intheOriginalOfferingMemorandumnoticepriortotherelevantscheduledDistributionPaymentDateunlessduringthethreemonths
endingonthedaybeforethatscheduledDistributionPaymentDate,aCompulsoryDistributionPaymentEvent(asdefinedin“TermsandConditionsoftheSecurities”)in
the Original Offering Memorandum has occurred. Any Distribution so deferred shall remain outstanding in full and constitute Arrears of Distribution (as defined in
“TermsandConditionsoftheSecurities”)intheOriginalOfferingMemorandum.EachamountofArrearsofDistributionshallbearinterestattheDistributionRateasif
itconstitutedtheprincipaloftheSecuritiesandtheamountofsuchinterest(“AdditionalDistributionAmount”)withrespecttoArrearsofDistributionshallbecalculated
byapplyingtheDistributionRatetotheamountoftheArrearsofDistributionasdescribedin“TermsandConditionsoftheSecurities—Distributions—Distribution
Deferral—CumulativeDeferral”,intheOriginalOfferingMemorandum.TheIssuermayfurtherdeferanyArrearsofDistributionandAdditionalDistributionAmounts
bycomplyingwiththeforegoingnoticerequirements.TheIssuerisnotsubjecttoanylimitsastothenumberoftimesDistributionsandArrearsofDistributionmaybe
deferred.See“TermsandConditionsoftheSecurities—Distributions—DistributionDeferral”,intheOriginalOfferingMemorandum.
IfonanyDistributionPaymentDate,paymentofallDistributionpaymentsscheduledtobemadeonsuchdateisnotmadeinfull,theIssuershallnot(a)declare,payor
makeanydividends,distributionsorotherpaymentson,andwillprocurethatnodividend,distributionorotherpaymentisdeclared,paidormadeonanyofitsJunior
Obligations(asdefinedin“TermsandConditionsoftheSecurities”)intheOriginalOfferingMemorandumoritsParityObligations(asdefinedin“TermsandConditions
of the Securities”) in the Original Offering Memorandum. (except in relation to Parity Obligations, on a pro-rata basis); or (b) redeem, reduce,cancel,buy-back or
acquireforanyconsiderationanyofitsJuniorObligationsoritsParityObligations(exceptinrelationtoParityObligations,onapro-ratabasis),ineachcase,(A)save
thatsuchrestrictionsshallnotapplytoactionstakeninrespecttoanemployeebenefitplanorsimilararrangementwithorforthebenefitofemployees,officers,directors
or consultants and (B) unless and until the Issuer (i) has satisfied in full all outstanding Arrears of Distributions and any Additional DistributionAmounts or (ii) is
permittedtodosobyanExtraordinaryResolutionoftheHolders.
TheSecuritiesconstitutedirect,unsecuredandunsubordinatedobligationsoftheIssuerwhichrankparipassuandwithoutanypreferenceamongthemselvesandwithall
otherpresentandfuture,unsecuredandunsubordinatedobligationsoftheIssuer(includingParityObligations).
TheSecuritiesareperpetualsecuritiesandhavenofixedredemptiondate.TheIssuermayredeemall,butnotsomeonly,oftheSecuritiesontheFirstResetDate(as
definedin“TermsandConditionsoftheSecurities”)intheOriginalOfferingMemorandumoranyBusinessDayaftertheFirstResetDateattheirRedemptionAmount
(asdefinedin“TermsandConditionsoftheSecurities”)intheOriginalOfferingMemorandumongivingnotlessthan30normorethan60days’noticetotheHolders
(whichnoticeshallbeirrevocableandshallobligetheIssuertoredeemtheSecuritiesontherelevantdateforredemption).TheSecuritiesmayberedeemedattheoption
oftheIssuerinwhole,butnotinpartonly,interalia,(a)attheirRedemptionAmountiftheIssuer(i)hasorwillbecomeobligedtopaymaterialadditionalamountsas
providedorreferredtoinCondition7(Taxation)asaresultofanychangein,oramendmentto,thelawsorregulationsofaRelevantJurisdiction(asdefinedin“Terms
and Conditions of the Securities”) in the Original Offering Memorandum or any political subdivision or any authority thereof which change or amendment becomes
effectiveonorafterFebruary28,2018andsuchobligationcannotbeavoidedbytakingreasonablemeasuresavailabletotheIssueror(ii)anychangeoramendmentto
theRelevantAccountingStandard(asdefinedin“TermsandConditionsoftheSecurities”)intheOriginalOfferingMemorandumsuchthattheSecuritiesmustnotor
mustnolongerberecordedas“equity”oftheIssuerpursuanttotheRelevantAccountingStandard;or(b)attheirEarlyRedemptionPrice(asdefinedin“Termsand
ConditionsoftheSecurities”)intheOriginalOfferingMemorandumupontheoccurrenceofaChangeofControlTriggeringEvent.See“TermsandConditionsofthe
Securities—RedemptionandPurchase”,intheOriginalOfferingMemorandum.IfaSpecialEvent(asdefinedin“TermsandConditionsoftheSecurities”intheOriginal
OfferingMemorandum)hasoccurredandiscontinuing,theIssuermay,(withoutanyrequirementfortheconsentorapprovaloftheHolders)andsubjecttotheIssuer
havingsatisfiedtheTrusteethattherelevantprovisionsin“TermsandConditionsoftheSecurities”intheOriginalOfferingMemorandumhavebeencompliedwith,and
havinggivennotlessthan30normorethan60days’noticetotheTrustee,thePrincipalPayingAgentandtheHolders(whichnoticeshallbeirrevocable),atanytime
either:(a)substituteall,butnotsomeonly,oftheSecuritiesfor,or(b)varythetermsoftheSecuritieswiththeeffectthattheyremainorbecome(asthecasemaybe),
Qualifying Securities (as defined in “Terms and Conditions of the Securities”) in the Original Offering Memorandum, and the Trustee shall (subject to the relevant
provisionsin“TermsandConditionsoftheSecurities”)intheOriginalOfferingMemorandumagreetosuchsubstitutionorvariation.
IfaSpecialEvent(asdefinedin“TermsandConditionsoftheSecurities”)intheOriginalOfferingMemorandumhasoccurredandiscontinuing,theIssuermay(withoutany
requirementfortheconsentorapprovaloftheHoldersandsubjecttotheIssuerhavingsatisfiedtheTrusteethattherelevantprovisionsin“TermsandConditionsoftheSecurities”
intheOriginalOfferingMemorandumhavebeencompliedwith,andhavinggivennotlessthan30normorethan60days’noticetotheTrustee,thePrincipalPayingAgentandthe
Holders(whichnoticeshallbeirrevocable)),atanytimeeither:(a)substituteall,butnotsomeonly,oftheSecuritiesfor,or(b)varythetermsoftheSecuritieswiththeeffectthat
theyremainorbecome(asthecasemaybe),QualifyingSecurities(asdefinedin“TermsandConditionsoftheSecurities”)intheOriginalOfferingMemorandum,andtheTrustee
shall(subjecttotherelevantprovisionsin“TermsandConditionsoftheSecurities”)intheOriginalOfferingMemorandumagreetosuchsubstitutionorvariation.
ApplicationwillbemadetotheSingaporeExchangeSecuritiesTradingLimited(the“SGX-ST”)forthelistingandquotationoftheSecuritiesontheSGX-ST.TheSGX-
STassumesnoresponsibilityforthecorrectnessofanyofthestatementsmade,opinionsexpressedorreportscontainedherein.Approvalin-principlefrom,admissionto
theOfficialListof,andlistingandquotationoftheSecuritieson,theSGX-STarenottobetakenasanindicationofthemeritsoftheCompanyoranyothersubsidiaryor
associatedcompanyoftheCompanyortheSecurities.
With reference to the Notice on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises
( )(the“NDRCNotice”)promulgatedbyNationalDevelopmentandReformCommission
(the“NDRC”)ofthePRConSeptember14,2015whichcameintoeffectonthesameday,wehaveregisteredtheissuanceoftheSecuritieswiththeNDRCandobtaineda
certificatefromtheNDRCdatedFebruary8,2018evidencingsuchregistration.Pursuanttotheregistrationcertificate,wewillcauserelevantinformationrelatingtothe
issueoftheSecuritiestobereportedtotheNDRCwithin10PRCworkingdaysaftertheissuedateoftheSecurities.
InvestingintheSecuritiesinvolvesrisks.See“RiskFactors”beginningonpage14intheOriginalOfferingMemorandum.
TheUpsizeSecuritieshavenotbeen,andwillnotbe,registeredundertheUnitedStatesSecuritiesActof1933(the“SecuritiesAct”).TheSecuritiesUpsizearebeingoffered
outsidetheUnitedStatesinaccordancewithRegulationSundertheSecuritiesAct(“RegulationS”),andmaynotbeofferedorsoldwithintheUnitedStatesexceptpursuanttoan
exemptionfrom,orinatransactionnotsubjectto,theregistrationrequirementsoftheSecuritiesAct.Foradescriptionoftheseandcertainfurtherrestrictionsonoffersandsales
oftheSecuritiesandthedistributionofthisofferingmemorandum,see“SubscriptionandSale”,intheOriginalOfferingMemorandum.
TheSecuritiesareexpectedtoberatedB1byMoody’sInvestorsService.ThecreditratingsaccordedtotheSecuritiesarenotarecommendationtopurchase,holdorsell
theSecuritiesinasmuchassuchratingsdonotcommentastomarketpriceorsuitabilityforaparticularinvestor.
TheSecuritieswillbeinregisteredforminthedenominationofUS$200,000andintegralmultiplesofUS$1,000inexcessthereof.TheSecuritiesmaybeheldinthe
principalamountofUS$200,000andintegralmultiplesofUS$1,000inexcessthereof.TheSecuritieswillberepresentedbybeneficialinterestsinaglobalcertificate(the
“GlobalCertificate”)inregisteredform,whichwillberegisteredinthenameofanomineeof,anddepositedonorabouttheIssueDatewith,acommondepositaryfor
Euroclear Bank, SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). Beneficial interests in the Global Certificate will be shown on, and transfers
thereof will be effected only through,records maintained by Euroclear and Clearstream.Individual certificates (the “Individual Certificates”)evidencingholdingsof
Securities will only be available in certain limited circumstances. See “Summary of Provisions Relating to the Securities in Global Form”, in the Original Offering
Memorandum.
Sole Global Coordinator and Sole Lead Manager
UBS
ThedateofthisofferingmemorandumisMarch1,2018
TABLE OF CONTENTS
Page Page
The Offering . . . . . . . . . . . . . . . . . S-4 Subscription and Sale . . . . . . . . . . . S-9
Use of Proceeds . . . . . . . . . . . . . . . S-6 Legal Matters . . . . . . . . . . . . . . . . S-13
Capitalization . . . . . . . . . . . . . . . . S-7
This supplemental offering memorandum does not constitute an offer to sell or a solicitation of
an offer to buy in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. Neither the delivery of this supplemental offering
memorandum nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of this supplemental
offering memorandum or that the information contained in this offering memorandum is
correct as of any time after that date.
This supplemental offering memorandum has been prepared by us solely for use in connection with
the proposed placement of the Upsize Securities. We and the Sole Lead Manager reserve the right to
withdraw the offering of the Upsize Securities at any time or to reject any offer to purchase, in
whole or in part, for any reason, or to sell less than all of the Upsize Securities offered hereby.
This supplemental offering memorandum is personal to the prospective investor to whom it has been
delivered by the Sole Lead Manager and does not constitute an offer to any other person or to the
public in general to subscribe for or otherwise acquire the Upsize Securities. Distribution of this
supplemental offering memorandum to any person other than the prospective investor and those
persons, if any, retained to advise that prospective investor with respect thereto is unauthorized, and
any disclosure of its contents without our prior written consent is prohibited. The prospective
investor, by accepting delivery of this supplemental offering memorandum, agrees to the foregoing
and agrees not to make any photocopies of this supplemental offering memorandum.
This supplemental offering memorandum is intended solely for the purpose of soliciting indications
of interest in the Upsize Securities from qualified investors and does not purport to summarize all of
the terms, conditions, covenants and other provisions contained in the Subscription Agreement and
other transaction documents described herein. The information provided is not all-inclusive. The
market information in this supplemental offering memorandum has been obtained by us from
publicly available sources deemed by us to be reliable. Notwithstanding any investigation that the
Sole Lead Manager may have conducted with respect to the information contained herein, the Sole
Lead Manager does not accept any liability in relation to the information contained in this offering
memorandum or its distribution or with regard to any other information supplied by or on our behalf.
You should rely only on the information contained in this supplemental offering memorandum. We
have not authorized anyone to provide you with information that is different. This supplemental
offering memorandum may only be used where it is legal to sell the Upsize Securities. The
information in this document may only be accurate at the date of this supplemental offering
memorandum. Neither the delivery of this supplemental offering memorandum nor any sale made
hereunder shall under any circumstances imply that there has been no change in our affairs or that
the information set forth herein is correct in all material respects as of any date subsequent to the
date hereof.
We confirm that, after having made all reasonable inquiries, this supplemental offering memorandum
contains all information with regard to us and the Upsize Securities which is material to the offering
and sale of the Upsize Securities, that the information contained in this supplemental offering
memorandum is true and accurate in all material respects and is not misleading in any material
respect and that there are no omissions of any other facts from this supplemental offering
memorandum which, by their absence here from, make this supplemental offering memorandum
misleading in any material respect. We accept full responsibility for the accuracy of the information
contained in this supplemental offering memorandum accordingly.
Each person receiving this supplemental offering memorandum acknowledges that: (i) such person
has been afforded an opportunity to request from us and to review, and has received, all additional
S-1
information considered by it to be necessary to verify the accuracy of, or to supplement, the
information contained herein; (ii) such person has not relied on the Sole Lead Manager or any person
affiliated with the Sole Lead Manager in connection with any investigation of the accuracy of such
information or its investment decision; and (iii) no person has been authorized to give any
information or to make any representation concerning us, our subsidiaries and affiliates, the Upsize
Securities (other than as contained herein and information given by our duly authorized officers and
employees in connection with investors’ examination of our company and the terms of the offering
of the Upsize Securities) and, if given or made, any such other information or representation should
not be relied upon as having been authorized by us or the Sole Lead Manager.
We are not, and the Sole Lead Manager is not, making an offer to sell the Upsize Securities in any
jurisdiction except where an offer or sale is permitted. The Upsize Securities are subject to
restrictions on transferability and resale. Purchasers of the Upsize Securities may not transfer or
resell the Upsize Securities except as permitted under the Securities Act and applicable state
securities laws. Prospective investors should be aware that they may be required to bear the financial
risks of this investment for an indefinite period of time.
Each purchaser of the Upsize Securities must comply with all applicable laws and regulations in
force in each jurisdiction in which it purchases, offers or sells the Upsize Securities or possesses or
distributes this supplemental offering memorandum, and must obtain any consent, approval or
permission required for the purchase, offer or sale by it of the Upsize Securities under the laws and
regulations in force in any jurisdiction to which it is subject or in which it makes such purchases,
offers or sales. Persons into whose possession this supplemental offering memorandum or any
Upsize Securities may come must inform themselves about, and observe, any such restrictions on the
distribution of this supplemental offering memorandum and the offering and sale of the Upsize
Securities. In particular, there are restrictions on the offer and sale of the Upsize Securities, and the
circulation of documents relating thereto, in certain jurisdictions including the United States and the
European Economic Area and to persons connected therewith. See “Subscription and Sale.”
The distribution of this supplemental offering memorandum and the offer and sale of the Upsize
Securities may, in certain jurisdictions, be restricted by law. For a description of the restrictions on
offers, sales and resales of the Upsize Securities and distribution of this supplemental offering
memorandum, see the section headed “Subscription and Sale” below.
None of us, the Sole Lead Manager, the Trustee, the Registrar, the Principal Paying Agent or
the Transfer Agent, or any of their respective affiliates or representatives, is making any
representation to any offeree or purchaser of the Upsize Securities offered hereby regarding the
legality of any investment by such offeree or purchaser under applicable legal investment or
similar laws. Each prospective investor should consult with its own advisors as to legal, tax,
business, financial and related aspects of a purchase of the Upsize Securities. None of the Sole
Lead Manager, the Trustee, the Registrar, the Principal Paying Agent or the Transfer Agent
makes any representation, warranty or undertaking, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this
supplemental offering memorandum and none of the Sole Lead Manager, the Trustee, the
Registrar, the Principal Paying Agent or the Transfer Agent, or any of their respective
affiliates accept any responsibilities for any acts or omissions of the Issuer or any other persons
in connection with the issue and offering of the Upsize Securities. To the fullest extent
permitted by law, none of the Sole Lead Manager, the Trustee, the Registrar, the Principal
Paying Agent or the Transfer Agent accepts any responsibility for the contents of this
supplemental offering memorandum or for any other statement made or purported to be made
by the Sole Lead Manager or on their behalf in connection with us or the issue and offering of
the Upsize Securities. Each of the Sole Lead Manager, the Trustee, the Registrar, the Principal
Paying Agent and the Transfer Agent accordingly disclaims all and any liability whether
arising in tort or contract or otherwise which it might otherwise have in respect of this
supplemental offering memorandum or any such statement.
None of the Sole Lead Manager, the Trustee, the Registrar, the Principal Paying Agent, the Transfer
Agent nor any of their respective affiliates or representatives undertakes to review the financial
condition or affairs of the Company during the life of the arrangements contemplated by this
supplemental offering memorandum nor to advise any investor or prospective investor in the Upsize
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Securities of any information coming to the attention of any of the Sole Lead Manager, the Trustee,
the Registrar, the Principal Paying Agent, the Transfer Agent nor any of their respective affiliates or
representatives.
PRIIPs AND PROSPECTUS DIRECTIVE
This supplemental offering memorandum is not a prospectus for the purposes of the European
Union’s Directive 2003/71/EC (and any amendments thereto) as implemented in member states of
the European Economic Area (the “EEA”).
The Upsize Securities are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the EEA. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU as amended (“MiFID II”); or (ii) a customer
within the meaning of Directive 2002/92/EC as amended (the “Insurance Mediation Directive”),
where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No
1286/2014 as amended (the “PRIIPs Regulation”) for offering or selling the Upsize Securities or
otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Upsize Securities or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
The communication of this supplemental offering memorandum and any other document or materials
relating to the issue of the Upsize Securities offered hereby is not being made, and such documents
and/or materials have not been approved, by an authorized person for the purposes of section 21 of
the United Kingdom’s Financial Services and Markets Act 2000, as amended. Accordingly, such
documents and/or materials are not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom who have professional
experience in matters relating to investments and who fall within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who fall within Article
49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order (all such persons together being
referred to as “relevant persons”). In the United Kingdom, the Upsize Securities offered hereby are
only available to, and any investment or investment activity to which this offering memorandum
relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not
a relevant person should not act or rely on this offering memorandum or any of its contents.
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THEOFFERING
The following is a brief summary of certain terms of this offering. For a more detailed description of
the terms of the Securities, see “Terms and Conditions of the Securities,” in the Original Offering
Memorandum. Capitalized terms used herein and not defined have the meanings given to them in the
“Terms and Conditions of the Securities” set out in this offering memorandum.
Issuer: . . . . . . . . . . . Agile Group Holdings Limited, a company incorporated with limited
liability under the laws of the Cayman Islands.
Issue: . . . . . . . . . . . . US$100,000,000 in aggregate principal amount of 6.875 per cent.
Senior Perpetual Capital Securities (the “Upsize Securities”), to be
consolidated and form a single series with the US$300,000,000 senior
perpetual capital securities to be issued by the Company on March 7,
2018 (the “Original Securities” and, together with the Upsize
Securities, the “Securities”). The terms for the Upsize Securities are
the same as those for the Original Securities in all respects.
Sole Lead
Managers: . . . . . . . UBS AG Hong Kong Branch
Issue Price: . . . . . . . . 100 per cent. of the principal amount of the Upsize Securities.
Issue Date: . . . . . . . . March 7, 2018.
Form and
Denomination:. . . . . The Securities will be issued in registered form in the denomination of
US$200,000 and integral multiples of US$1,000 in excess thereof.
Clearing Systems: . . . . The Upsize Securities will initially be represented by beneficial
interests in the Global Certificate, in registered form, deposited on or
before the Issue Date with, and registered in the name of a nominee of,
a common depositary for Euroclear and Clearstream. Beneficial
interests in the Global Certificate will be shown on, and transfer
thereof will be effected only through, the records maintained by
Euroclear and Clearstream and their respective accountholders.
So long as the Upsize Securities are represented by the Global
Certificate and Euroclear and Clearstream so permit, the Upsize
Securities will be tradable only in principal amounts of at least
US$200,000 and integral multiples of US$1,000 in excess thereof.
Except as described herein, individual certificates of Upsize Securities
will not be issued in exchange for beneficial interests in the Global
Certificate. See “Summary of Provisions Relating to the Securities in
Global Form”, in the Original Offering Memorandum.
Distributions: . . . . . . Subject to Condition 5(d) (Distributions — Distribution Deferral), the
Upsize Securities confer a right to receive distributions (each a
“Distribution”) from, and including the Issue Date at the applicable
Distribution Rate.
Distribution shall be payable on the Upsize Securities semi-annually in
arrear on March 7, and September 7, each year (each, a “Distribution
Payment Date”), with the first Distribution Payment Date falling in
September 7, 2018.
Distribution Rate:. . . . The rate of distribution applicable to the Upsize Securities shall be:
(i) in respect of the period from, and including, the Issue Date to, but
excluding, March 7, 2023 (the “First Reset Date”), 6.875 per cent. per
annum; and
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(ii) thereafter, in respect of the period from, and including, the First
Reset Date and each Reset Date falling thereafter, to, but excluding,
the immediately following Reset Date (each a “Reset Period”), the
Reset Distribution Rate,
provided, in each case, that in the event of the occurrence of a Change
of Control (as defined in “Terms and Conditions of the Securities —
Redemption”) in the Original Offering Memorandum, if the Issuer does
not elect to redeem the Securities within 30 days of a Change of
Control Triggering Event in accordance with the provisions described
under Condition 6(e) (Redemption and Purchase — Redemption in the
case of a Change of Control Triggering Event) in the Original Offering
Memorandum then the then prevailing Distribution Rate applicable to
the Securities shall be increased by 5.00 per cent. per annum with
effect from the next Distribution Payment Date (or, if the relevant
event occurs on or after the date which is two Business Days (as
defined in “Terms and Conditions of the Securities —Definitions”) in
the Original Offering Memorandum prior to the next Distribution
Payment Date, the next following Distribution Payment Date).
Maturity Date: . . . . . . There is no maturity date.
Selling Restrictions: . . The Upsize Securities have not been and will not be registered under
the Securities Act and, subject to certain exceptions, may not be
offered or sold within the United States. The Upsize Securities may be
sold in other jurisdictions (including the United Kingdom, Hong Kong,
Singapore, Japan and Taiwan) only in compliance with applicable laws
and regulations. See “Subscription and Sale.”
For all other terms, please refer to the section entitled “The Offering” in the Original Offering
Memorandum.
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