FWD Ltd
Indicative
Full Lot
Indicative price as of 28 Jan 2022, 12:00am
Bond Issuer
FWD Ltd
Guarantor
-
Announcement Date
17 Jan 2017
Issue Date
24 Jan 2017
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 0.305
Modified Duration
-
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
6.250
Coupon Type
Variable
Annual Coupon Rate
6.250
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Reference Rate
Reset Rate= US Treasury Benchmark Rate + 4.408%
Reset Date= First Call Date (24 Jan 2022) & every 5 years thereafter
ISIN
XS1520804250
CUSIP
AM0700097
Bond Currency
USD
Total Issue Size
-
Outstanding Issue Size
250,000,000
Min. Investment Quantity (Nominal)
USD 200,000
Incremental Quantity (Nominal)
USD 1,000
Bond Type
High Yield Corporate
Bond Sector
Financials
Bond Sub Sector
Insurance
Issuer Credit Rating (S&P/ Fitch)
***/ BBB+
Bond Credit Rating (S&P/ Fitch)
***/ W.R
Shariah Compliant
No
Exchange Listed
HKEX
Any Distribution deferred pursuant to this Condition 4(e) shall constitute "Arrears of Distribution". The Issuer may, at its sole discretion, elect to further defer any Arrears of Distribution by complying with the foregoing notice requirement applicable to any deferral of an accrued Distribution. The Issuer is not subject to any limit as to the number of times Distributions and Arrears of Distribution can or shall be deferred pursuant to this Condition 4(e) except that Condition 4(e)(iv) shall be complied with until all outstanding Arrears of Distribution have been paid in full.
Each amount of Arrears of Distribution shall bear interest as if it constituted the principal of the Securities at the prevailing Distribution Rate and the amount of such interest (the "Additional Distribution Amount") with respect to Arrears of Distribution shall be due and payable pursuant to this Condition 4 and shall be calculated by applying the prevailing Distribution Rate to the amount of the Arrears of Distribution and otherwise mutatis mutandis as provided in the foregoing provisions of this Condition 4. The Additional Distribution Amount accrued up to any Distribution Payment Date shall be added for the purpose of calculating the Additional Distribution Amount accruing thereafter, to the amount of Arrears of Distribution remaining unpaid on such Distribution Payment Date so that it will itself become Arrears of Distribution.
Dividend Stopper
If on any Distribution Payment Date, payment of all Distribution payments scheduled to be made on such date is not made in full by reason of this Condition 4(e), the Issuer shall not, and shall procure that none of its Subsidiaries will:
(A) declare, pay or make any discretionary dividends, distributions or make any other discretionary payment on, and will procure that no discretionary dividend, distribution or other discretionary payment is declared, paid or made on any Junior Obligations or Parity Obligations (except, in relation to the Parity Obligations of the Issuer, where such dividend, distribution or other payment is made on a pro rata basis with payment on the Securities), provided that such restriction shall not apply to payments declared, paid or made in respect of an employee benefit plan or similar arrangement with or for the benefit of employees, officers, directors or consultants; or
(B) redeem, reduce, cancel, buy-back or acquire at its discretion for any consideration any Junior Obligations or Parity Obligations (except, in relation to the Parity Obligations of the Issuer, where such redemption, reduction, cancellation or buy-back is made on a pro rata basis with a pro rata purchase of Securities), provided that such restriction shall not apply to an exchange or conversion of any Parity Obligations in whole for Junior Obligations or a repurchase or other acquisition of any securities in respect of an employee benefit plan or similar arrangement with or for the benefit of employees, officers, directors or consultants,
unless and until (i) the Issuer has satisfied in full all outstanding Arrears of Distribution; or (ii) is permitted to do so by an Extraordinary Resolution (as defined in the Agency Agreement) of the Holders.
Dividend Pusher
A "Change of Control" occurs when:
(A) Mr. Richard Li ceases to Control the Issuer;
(B) any Person or Persons, other than Mr. Richard Li, acting together acquires Control of the Issuer; or
(C) the Issuer consolidates with or merges into or sells or transfers all or substantially all of its assets to any other Person, unless the consolidation, merger, sale or transfer will not result in the other Person or Persons acquiring Control over the Issuer or the successor entity.
"Control" means the acquisition or control of more than 50 per cent. of the voting rights of the issued share capital of the Issuer or the right to appoint and/or remove all or the majority of the members of the Issuer's board of directors or other governing body, whether held or obtained directly or indirectly, and whether held or obtained by ownership of share capital, the possession of voting rights, contract or otherwise and the terms "Controlling" and "Controlled" shall have meanings correlative to the foregoing;
"Special Event Redemption Price" means (a) prior to the First Call Date, 101 per cent. of the outstanding principal amount or (b) subsequent to the First Call Date, the outstanding principal amount, in each case together with Distribution accrued but unpaid to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount);
