NWSZF 5.750% Perpetual Corp (USD)

Bond Factsheet

Matured/ Called

Celestial Miles Limited

Indicative

Full Lot

Bid Price

99.625

Change in Bid Price

Bid Yield (%)

Change in Bid Yield

Ask Price

100.017

Change in Ask Price

0.042

Ask Yield (%)

Change in Ask Yield

Indicative price as of 31 Jan 2024, 12:00am

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Bond Information

Celestial Miles Limited operates as a special purpose entity. The Company was formed for the purpose of issuing debt securities to repay existing credit facilities, refinance indebtedness, and for acquisition purposes.

Bond Issuer

Celestial Miles Limited

Guarantor

NWS Holdings Ltd

Announcement Date

24 Jan 2019

Issue Date

31 Jan 2019

Maturity Date

Perpetual

Years to Maturity / Next Call

Perpetual / 0.324

Modified Duration

Issue / Reoffer Price

100.000

Issue / Reoffer Yield

5.750

Coupon Type

Variable

Annual Coupon Rate

5.750

Coupon Frequency

Semi Annually

Seniority

Senior Unsecured

Reference Rate

Reset Date: 31 Jan 2024 and every semi-annual thereafter
Reset Rate: 5 years UST rate + Initial Spread (3.205%)
+ Step-up Margin ( 5.00%)

ISIN

XS1940852145

CUSIP

AW8980681

Bond Currency

USD

Total Issue Size

1,300,000,000

Outstanding Issue Size

1,019,144,000

Min. Investment Quantity (Nominal)

USD 200,000

Incremental Quantity (Nominal)

USD 1,000

Bond Type

High Yield Corporate

Bond Sector

Financials

Bond Sub Sector

Diversified Financial Services

Issuer Credit Rating (S&P/ Fitch)

***/ N.R

Bond Credit Rating (S&P/ Fitch)

***/ N.R

Shariah Compliant

Exchange Listed

HKEX

Bond Feature(s)

Deferral Interest Payment

(i) Optional Deferral: The Issuer may, at its sole discretion, elect to defer Distribution which is otherwise scheduled to be paid on a Distribution Payment Date to the next Distribution Payment Date by giving notice (an “Optional Deferral Notice”) to the Holders (in accordance with Condition 14 (Notices)) not more than 10 nor less than 5 Business Days prior to a scheduled Distribution Payment Date if, during the three months ending on the day before that scheduled Distribution Payment Date no discretionary dividend, distribution or other discretionary payment has been paid or declared by the Issuer or the Guarantor on or in respect of its Junior Securities or its Parity Securities (except in connection with any benefit plan or similar arrangements with or for the benefit of employees, officers, directors or consultants) (an “Optional Deferral Event”).

(ii) No obligation to pay: The Issuer shall have no obligation to pay any Distribution (including any Arrears of Distribution and any Additional Distribution Amount) on any Distribution Payment Date if it validly elects not to do so in accordance with Condition 4(d)(i) (Distribution – Distribution Deferral – Optional Deferral) and any failure to pay Distribution shall not constitute a default of the Issuer in respect of the Securities or of the Guarantor in respect of the Guarantee of the Securities.

(iv) Cumulative Deferral: Any Distribution deferred pursuant to this Condition 4(d) 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 may be deferred pursuant to this Condition 4(d) except that Condition 4(d)(v) shall be complied with until all outstanding Arrears of Distribution have been paid in full.

(v) Restrictions in the case of Deferral (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(d), the Issuer and the Guarantor shall not:

(A) declare or pay any discretionary dividends, distributions or make any other discretionary payment on, and will procure that no discretionary dividend, distribution or other discretionary payment is made on any of its Junior Securities or (except on a pro-rata basis) its Parity 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) at its discretion redeem, reduce, cancel, buy-back or acquire for any consideration any of its Junior Securities or its Parity Securities, provided that such restriction shall not apply to an exchange by the Issuer or the Guarantor of any of its Parity Securities for Junior Securities or in relation to Parity Securities, on a pro-rata basis,

in each case unless and until:

(i) the Issuer or the Guarantor has satisfied in full all outstanding Arrears of Distribution; or

(ii) permitted to do so by an Extraordinary Resolution (as defined in the Agency Agreement) of the Holders.

Issuer Call

The Issuer may at its option redeem the Securities in whole but not in part, on the First Call Date or on any Distribution Payment Date thereafter (each, a “Call Date”) on the Issuer giving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Securities on the relevant Call Date at their principal amount together with Distribution accrued and unpaid to such date (including any Arrears of Distribution and any Additional Distribution Amount, if any)).

Coupon Step

Rate of Distribution

Subject to Condition 4(c) (Increase in Distribution following a Change of Control), the rate of distribution (the “Distribution Rate”) applicable to the Securities shall be:

(i) from, and including, the Issue Date to, but excluding, 31 January 2024 (the “First Call Date”), 5.75 per cent. per annum; and

(ii) thereafter, in respect of the period from, and including, the First Call Date and each Reset Date falling thereafter to, but excluding, the immediately following Reset Date (each a “Reset Period”), at the relevant Reset Distribution Rate.

“Reset Distribution Rate” means, in respect of any respective Reset Period, the applicable Distribution Rate per annum as calculated by the sum of (x) the U.S. Treasury Benchmark Rate in relation to that Reset Period, (y) the Initial Spread and (z) the Step-up Margin;

“Initial Spread” means 3.205 per cent.;

“Step-up Margin” means 5.00 per cent.

Increase in Distribution following a Change of Control

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 and Purchase – Redemption for Change of Control) by the 30th day following the occurrence of the Change of Control, the Distribution Rate will increase by 3.00 per cent. per annum 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.

Change Control Call

Upon the occurrence of a Change of Control, the Issuer shall give notice to Holders and the Fiscal Agent (in accordance with the Terms and Conditions of the Securities) by not later than 30 days following the first day on which it becomes aware of the occurrence of such Change of Control, stipulating that a Change of Control has occurred and whether or not it will redeem the Securities pursuant to the Terms and Conditions of the Securities. A notice given by the Issuer stipulating that it will redeem the Securities shall:

(A) stipulate the Change of Control Call Date;

(B) be irrevocable; and

(C) oblige the Issuer to redeem the Securities on the Change of Control Call Date at their principal amount together with Distribution accrued and unpaid to such date (including any Arrears of Distribution and any Additional Distribution Amount, if any).

A “Change of Control” occurs when:

(i) any Person or Persons acting together acquires Control of the Guarantor if such Person or Persons does not or do not have, and would not be deemed to have, Control of the Guarantor on the Issue Date;

(ii) the Guarantor 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 Guarantor or the successor entity; or

(iii) one or more Persons acquires the beneficial ownership of all or substantially all of the Guarantor’s issued share capital.

“Control” means the acquisition or control of more than 50 per cent. of the voting rights of the issued share capital of the Guarantor or the right to appoint and/or remove all or the majority of the members of the Guarantor’s board of directors or other governing body, whether obtained directly or indirectly, and whether 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.

Additional Note

Redemption for minimum outstanding amount

The 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 will be irrevocable), the Registrar and the Fiscal Agent at their principal amount, together with Distribution accrued and unpaid to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount, if any) if prior to the date of such notice at least 90 per cent. in principal amount of the Securities originally issued (including any further Securities issued pursuant to the Terms and Conditions of the Securities and consolidated and forming a single series with the Securities) has already been redeemed or purchased and cancelled.

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