BEIJING, Sept. 19, 2013 /PRNewswire/ -- Xinyuan
Real Estate Co., Ltd. (NYSE: XIN, "Xinyuan" or "the Company"),
a real estate developer with a focus on high growth cities in
China, today announced the closing
of its previously announced private placement of common shares and
convertible notes to an affiliate of TPG (the "Investor"). At
the completion of the transaction, Xinyuan issued to the Investor
12 million common shares at a price of US$2.74 per common share (equivalent to
US$5.48 per ADS) and senior secured
convertible notes due 2018 (the "Convertible Notes") in the
aggregate principal amount of approximately US$75.8 million.
Xinyuan received approximately US$108.6
million of gross proceeds from the private placement and
anticipates using the proceeds, among other purposes, for land
acquisition and general corporate purposes to support further
development of the Company.
The Convertible Notes are convertible into common shares of
Xinyuan at an initial conversion rate of US$3.00 per common share (equivalent to
US$6.00 per ADS). The conversion
rate is subject to adjustment upon the occurrence of certain
events. A holder of Convertible Notes may convert notes, at
its option, in integral multiples of US$100,000 principal amount at any time prior to
the maturity date.
The Convertible Notes carry an annual cash coupon rate of 5% and
are scheduled to mature on September 19,
2018. Interest on the notes will be payable semi-annually in
arrears on March 19th and
September 19th of each year,
beginning March 19, 2014. The
Convertible Notes are secured pari passu with Xinyuan's outstanding
US$200 million 13.25% senior notes
due 2018 (the "Senior Notes") and are secured by the same
collateral package and are guaranteed by the same subsidiaries of
the Company as the Senior Notes.
Taking into account the common shares and the full conversion of
the Convertible Notes, the Investor would hold a total of 37.2
million common shares (18.6 million ADSs) on a fully diluted basis,
equivalent to approximately 20% of the Company's total share
capital. Upon the closing of the transaction, Mr. Steve Sun joined Xinyuan's board of directors,
as the Investor's nominee to the board. Mr. Sun also became a
member of the board's compensation committee, nominating and
corporate governance committee and investment committee. Effective
upon closing, Mr. Omer Ozden
resigned as a director of the Company. Mr. Ozden is expected to
take an increased role with respect to the Company's capital
markets and international real estate development efforts.
Xinyuan has agreed, subject to certain terms and conditions, to
file a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), covering the resale by the Investor
from time to time in the form of ADSs representing the common
shares sold to the Investor or issuable upon conversion of the
Convertible Notes.
The Convertible Notes and common shares have not been registered
under the Securities Act or any state securities laws and may not
be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase the Convertible Notes, the
common shares, or any other securities.
About Xinyuan Real Estate Co., Ltd. (NYSE:XIN)
Xinyuan Real Estate Co., Ltd. ("Xinyuan") (NYSE: XIN) is a
developer of large scale, high quality residential real estate
projects aimed at providing middle-income consumers with a
comfortable and convenient community lifestyle. In China, Xinyuan primarily focuses its
development projects in Tier II cities, Zhengzhou, Ji'nan, Suzhou, Kunshan, Xuzhou,
Chengdu and Hefei. The Company's U.S. development arm, XIN
Development Group International, Inc., is a pioneer amongst Chinese
real estate residential developers, entering the US market in
2012. Xinyuan is the first real estate developer from
China to be listed on the New York
Stock Exchange. For more information, please visit
http://en.xyre.com/ir.html.
For more information, please contact:
Xinyuan Real Estate Co., Ltd.
Ms. Helen Zhang
Financial Controller
Tel: +86 (10) 8588-9255
Email: yuan.z@xyre.com
ICR, LLC
William Zima
In U.S.: +1 646-308-1472
In China: +86 (10) 6583-7511
Email: william.zima@icrinc.com
SOURCE Xinyuan Real Estate Co., Ltd.