Times China Holdings Limited (Times China) has issued a supplemental consent solicitation memorandum dated 16 April 2026 covering two zero-coupon secured guaranteed mandatory convertible bonds (MCB I and MCB II) with a combined outstanding principal of US$1.03 billion.
Key changes and timetable • Electronic Consent Deadline and Voting Deadline have been extended by one month—from 16 April 2026 to 4:00 p.m. London time on 15 May 2026—to give bondholders additional time to submit consent instructions. • Bondholder meetings are scheduled for 19 May 2026 in Hong Kong, beginning at 4:00 p.m. local time for MCB I and approximately 4:30 p.m. for MCB II. • If the extraordinary resolutions are approved via electronic consent by the new deadline, the planned physical meetings will not proceed, and the amendments will take effect upon execution of supplemental trust deeds shortly thereafter.
Bond details (as at 16 April 2026) • MCB I: US$791.09 million outstanding, due 2027 (ISIN XS3229098028/7053/7723). • MCB II: US$241.66 million outstanding, due 2027 (ISIN XS3229098531/8291/8374).
Proposed amendments and waivers 1. Removal of the 31 March 2026 “sunset” date for certain event-of-default carve-outs linked to “Excluded Offshore Indebtedness.” 2. Waivers of potential breaches or events of default arising from: • the amendments not becoming effective by 31 March 2026; • non-payment of cash interest on specific Short-Term Notes due on or before 30 March 2026; and • any related or consequential defaults. 3. An undertaking to refrain from enforcement actions relating to the specified defaults once the supplemental trust deeds are executed.
Clarifications and risk disclosures • Times China has updated the “Risk Factors” and “Background and Purpose” sections of the original 26 March 2026 memorandum, stressing that the consent process may be amended, extended or terminated at the company’s discretion and there is no assurance of successful completion. • The consent solicitation for these bonds is cross-conditional on obtaining requisite approvals for amendments to the group’s senior notes.
Process and participation • Bondholders who have already submitted valid instructions need take no further action. • New instructions must cover minimum denominations of US$1 and be lodged through Euroclear or Clearstream (or via custodians) before the 15 May 2026 deadlines. • Kroll Issuer Services Limited continues as information and tabulation agent; all documents and updates are available at https://deals.is.kroll.com/timeschina-consent.
Times China reiterates that the announcement is informational and does not constitute an offer to sell securities in any jurisdiction. Investors are urged to exercise caution and seek independent advice when dealing in the company’s securities.
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