FWDGHD 6.375% Perpetual Corp (USD)

Bond Factsheet

Matured/ Called

FWD Group Holdings Limited

Indicative

Full Lot

Bid Price

99.692

Change in Bid Price

remove 0.083

Bid Yield (%)

Change in Bid Yield

Ask Price

99.925

Change in Ask Price

Ask Yield (%)

Change in Ask Yield

Indicative price as of 13 Sep 2024, 12:00am

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Bond Information

FWD Group Holdings Limited operates as a holding company. The Company, through its subsidiaries, provides life, health, and other insurance products. FWD Group Holdings serves customers in Hong Kong, Macau, Thailand, Japan, and other South East Asia countries including the Philippines, Indonesia, Singapore, Vietnam, Malaysia, and Cambodia.

Bond Issuer

FWD Group Holdings Limited

Guarantor

Announcement Date

09 Sep 2019

Issue Date

13 Sep 2019

Maturity Date

Perpetual

Years to Maturity / Next Call

Perpetual / 0.078

Modified Duration

Issue / Reoffer Price

100.000

Issue / Reoffer Yield

6.375

Coupon Type

Variable

Annual Coupon Rate

6.375

Coupon Frequency

Semi Annually

Seniority

Senior Subordinated

Reference Rate

Reset Date: 13 Sep 2024 and every 5 years thereafter
Reset Rate: Prevailing 5 year UST rate + the initial spread (4.876%)

ISIN

XS2038876558

CUSIP

ZR5215895

Bond Currency

USD

Total Issue Size

600,000,000

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)

***/ BBB-

Shariah Compliant

Exchange Listed

HKEX

Bond Feature(s)

Deferral Interest Payment

Cumulative Deferral

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 (i) the Zero-Coupon Capital Securities, the redemption of such Zero-Coupon Capital Securities at its First Call Date (as defined therein) and (ii) 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 Agency Agreement) of the Holders.

Issuer Call

The Securities may be redeemed at the option of the Issuer in whole, but not in part, on the Distribution Payment Date falling on 13 September 2024 or on any Distribution Payment Date thereafter (each, a "Call Settlement Date") on the Issuer's 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 Settlement Date at their principal amount plus Distribution accrued to such date (including any Arrears of Distribution and any Additional Distribution Amount)).

Period	Redemption Price
13 September 2024	100%
13 March 2025	100%
13 September 2025	100%
13 March 2026	100%
13 September 2026	100%

Coupon Step

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 the Holders by the Issuer pursuant to Condition 6(e) (Redemption-Redemption upon a Change of Control), as applicable, by the 30th day following the occurrence of the Change of Control, the Distribution Rate will increase to the sum of 5.00 per cent. per annum and the then prevailing Distribution Rate, 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.

Change Control Call

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 shall be irrevocable), the Registrar and the Fiscal Agent upon the occurrence of a Change in Control at the Special Event Redemption Price.

"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); 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.

Additional Note

Redemption upon an initial public offering

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 shall be irrevocable), the Registrar and the Fiscal Agent, at the Special Event Redemption Price if an Initial Public Offering has occurred.

“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);

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