Hong Kong – Global law firm Clifford Chance has recently advised Shangri-La Asia Limited, the leading Hong Kong-based hotel group, on its US$200 million Hong Kong listed convertible bond issue, as part of a combination of fundraising activities totalling US$375 million.
The firm advised Shangri-La Asia Limited as guarantor and Shangri-La Finance Limited as issuer on the issue of US$200 million zero coupon guaranteed convertible bonds due 2009.
Roger Denny, Head of Corporate, Asia commented:
“The issue was only the second convertible bond issue to be listed on the Hong Kong Stock Exchange, and establishes what is likely to be a growing trend of Hong Kong issuers of convertible bonds moving away from European exchanges such as the London or Luxembourg Stock Exchanges, which they have traditionally used.”
The move away from European exchanges has recently started in light of the adoption of the EU Prospectus Directive.
Not only does the Prospectus Directive introduce a new Euro-wide disclosure and reporting regime, but non-EU issuers are required to make a single choice of EU country where these prospectuses will be approved, and all ongoing disclosures made, for all future securities issues. This choice will then be irreversible. The Hong Kong Stock Exchange provides a streamlined listing process for selectively marketed convertible issues, and listing it here makes sense when the underlying shares are already listed in Hong Kong.
Simultaneous with the placing of the bonds, Clifford Chance also advised Shangri-La Asia Limited on its US$175 million equity fundraising by way of a placement and subscription top-up. The placing was completed prior to the listing of the bonds.
The firm’s Hong Kong-based corporate team advised on the deals, led by partner Roger Denny and senior associates Colin Smith and Andrew Whan.