FWD Group Holdings Limited
Indicative
Full Lot
Indicative price as of 17 Oct 2025, 12:00am
Bond Issuer
FWD Group Holdings Limited
Guarantor
-
Announcement Date
09 Nov 2017
Issue Date
16 Nov 2017
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 0.112
Modified Duration
-
Issue / Reoffer Price
73.910
Issue / Reoffer Yield
6.139
Coupon Type
Variable
Annual Coupon Rate
8.6245
Coupon Frequency
Semi Annually
Seniority
Subordinated
Reference Rate
Reset Date: 16 Nov 2022 and every 5 years thereafter
Reset Rate: 5Y UST + Margin (4.492%)
ISIN
XS1716777344
CUSIP
AP9549076
Bond Currency
USD
Total Issue Size
314,000,000
Outstanding Issue Size
-
Min. Investment Quantity (Nominal)
USD 200,000
Incremental Quantity (Nominal)
USD 1,000
Bond Type
Corporate
Bond Sector
Financials
Bond Sub Sector
Insurance
Issuer Credit Rating (S&P/ Fitch)
***/ BBB+
Bond Credit Rating (S&P/ Fitch)
***/ N.R
Shariah Compliant
No
Exchange Listed
No
Any Distribution deferred pursuant to 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 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 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 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 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) permitted to do so by an Extraordinary Resolution (as defined in the Fiscal Agency Agreement) of the Holders. For the avoidance of doubt, except in the circumstances set out in Condition 4(d) (Increase in or Commencement of Distribution following a Change of Control), no Distribution is due to be paid on the Securities at any time prior to the First Call Date and the restrictions set out in this Condition shall not apply.
Upon the occurrence of a Change of Control, unless an irrevocable notice to redeem the Securities has been given to Holders by the Issuer pursuant to Condition 5(e) (Redemption — Redemption upon a Change of Control) by the 30th day following the occurrence of the Change of Control, the Distribution Rate will, (i) in respect of the period from the Issue Date to, but excluding, the First Call Date, be 5.00 per cent. per annum and (ii) 38 from, and including, the First Call Date, increase to the aggregate of 5.00 per cent. per annum and the then prevailing Distribution Rate, each on the principal amount of the Securities (and in both cases, with each 16 May and 16 November thereafter in such circumstance being a "Distribution Payment Date") with effect from (i) the next Distribution Payment Date; or (ii) if the date on which a Change of Control occurs is prior to the most recent preceding Distribution Payment Date, such Distribution Payment Date.
A "Change of Control" occurs when:
(A) Mr. Richard Li or any Affiliate ceases to Control the Issuer;
(B) any Person or Persons, other than Mr. Richard Li or any Affiliate, 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.
A "Change of Control" occurs when:
(A) Mr. Richard Li or any Affiliate ceases to Control the Issuer;
(B) any Person or Persons, other than Mr. Richard Li or any Affiliate, 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.
The New Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be irrevocable), the Registrar and the Fiscal Agent, at the Relevant Redemption Price if an Initial Public Offering has occurred.
“Relevant Redemption Price” of a Security means:
(A) in relation to Conditions 5(b) (Redemption – Redemption for tax reasons) or 5(g) (Redemption – Redemption for minimum outstanding amount), prior to the First Call Date, at an amount equal to the Redemption Par Yield Amount at the relevant date, or (b) from and including the First Call Date, 100 per cent. of the principal amount; or
(B) in relation to Conditions 5(c) (Redemption – Redemption for accounting reasons), 5(e) (Redemption – Redemption upon a Change of Control) or 5(f) (Redemption upon an initial public offering), prior to the First Call Date, at an amount equal to the Redemption Premium Yield Amount at the relevant date, or (b) from and including the First Call Date, 100 per cent. of the 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);
