10th Sep 2007 07:00
Kowloon-Canton Railway Corporation10 September 2007 KOWLOON-CANTON RAILWAY CORPORATION (a statutory corporation incorporated in Hong Kong) Kowloon-Canton Railway Corporation commences consent solicitation related to its 8% Notes due 2010 (Stock code in Hong Kong: 2547) September 10, 2007 -- Kowloon-Canton Railway Corporation ("KCRC") announcedtoday that it has commenced a consent solicitation (the "Consent Solicitation") relating to its US$1,000,000,000 8% Notes Due 2010, CUSIP No. 500748AA6,ISIN No. US500748AA61 and Common Code No. 010926084 (the "Notes"). The primary purpose of the Consent Solicitation is to obtain consents fromholders of the Notes (the "Holders") to amend certain provisions (the "Proposed Amendments") of the indenture dated March 16, 2000 (the "Indenture") in connection with the proposed rail merger between MTR Corporation Limitedand KCRC. The Proposed Amendments are set out in the Consent SolicitationStatement dated September 10, 2007 (the "Consent Solicitation Statement"). Following the passage of the Rail Merger Bill, which sets out the terms andconditions of the proposed rail merger, by the Legislative Council of theGovernment of the Hong Kong Special Administrative Region, each of Moody'sInvestors Service and Standard & Poor's Ratings Services reaffirmed its ratingsof KCRC and of the Notes as "Aa3" and "AA" on July 16, 2007. The consent solicitation with respect to the Notes commenced today and expiresat 5:00 P.M., New York City time, on September 28, 2007, unless otherwiseextended by KCRC (the "Expiration Time"), and is being made upon the termsand is subject to the conditions set forth in the Consent SolicitationStatement. Consents are being sought from all Holders of record at 5:00 P.M.,New York City time, on September 7, 2007, in accordance with the terms of theIndenture. A copy of the Consent Solicitation Statement can be obtained uponrequest, free of charge, from HSBC Securities (USA) Inc. and/or Lucid IssuerServices. Approval of the Proposed Amendments requires the receipt of consents from theHolders of not less than 66 2/3% in aggregate principal amount of the Notesoutstanding (the "Requisite Consents"). KCRC is offering to pay, upon the terms and conditions of the ConsentSolicitation Statement, a consent fee of US$2.50 (the "Consent Fee") perUS$1,000 principal amount of the Notes to the Holders that consent to theProposed Amendments if the Requisite Consents are received prior to theExpiration Time and not subsequently revoked. The Consent Fee will be paid aspromptly as practicable after the satisfaction of the Conditions. HSBC Securities (USA) Inc. is acting as the solicitation agent for the ConsentSolicitation. Questions with respect to the terms of the Consent Solicitationshould be directed to the solicitation agent at +1 888 HSBC 4LM (472 2456) inthe U.S. or +1 212 525 5552 (international) (collect). Lucid Issuer Services is the information and tabulation agent for the ConsentSolicitation. Requests for assistance or additional sets of the ConsentSolicitation materials should be directed to Lucid Issuer Services at +852 25265406 or [email protected]. Concurrently with the Consent Solicitation, KCRC is also soliciting consentsfrom holders of the notes issued under its medium term note program and its HongKong dollar retail notes in connection with the proposed rail merger. This notice is not a consent solicitation, which shall be made solely by theConsent Solicitation Statement and related documents, and those documents shouldbe consulted for additional information regarding consent procedures and theconditions for the Consent Solicitation. This notice is not an offering ofsecurities in the United States or any other jurisdiction. KCRC is a statutory corporation, wholly owned by the Financial SecretaryIncorporated on behalf of the Government of the Hong Kong Special AdministrativeRegion. KCRC operates, extends and improves its railways in the Hong KongSpecial Administrative Region. Forward-looking Information Certain statements contained in this notice may be viewed as "forward-lookingstatements" within the meaning of Section 21E of the U.S. Securities ExchangeAct of 1934, as amended.. Such forward-looking statements involve known andunknown risks, uncertainties and other factors, which may cause the actualperformance, financial condition or results of operations of KCRC to bematerially different from any future performance, financial condition or resultsof operations implied by such forward-looking statements. Further informationregarding these risks, uncertainties and other factors is included in the AnnualReport on Form 20-F for the year ended December 31, 2006, filed with the U.S.Securities and Exchange Commission (the "SEC") and in KCRC's other filingswith the SEC. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
MTR.L