BEIJING, Aug. 26, 2013 /PRNewswire/ -- Xinyuan
Real Estate Co., Ltd. (NYSE: XIN, "Xinyuan" or "the Company"),
a real estate developer with a focus on high growth cities in
China, announced today that the
Company has entered into an agreement with TPG, one of the world's
leading private investment firms, under which TPG will invest
US$108.6 million through the purchase
of convertible notes and common shares.
Under the agreement, TPG has agreed to purchase 1) convertible
notes due 2018 in the aggregate principal amount of US$75.8 million, and 2) US$32.9 million worth of common shares. The
convertible notes carry an annual cash coupon rate of 5.0% and will
be convertible into Xinyuan's common shares at an initial
conversion price of US$6.00 per ADS.
The common shares will be issued at US$5.48 per ADS. Taking into account the common
shares and assuming the convertible notes are fully converted, TPG
will hold a total of 18.6 million ADSs post transaction on a fully
diluted basis, equivalent to approximately 20% of the Company's
total share capital taking into account the investment by TPG. In
accordance with the terms of the purchase agreement, TPG will be
entitled to nominate one non-executive director to Xinyuan's board
of directors following the investment.
Subject to and upon closing, Xinyuan will receive US$108.6 million of gross proceeds from the
issuance of the convertible notes and the sale of common shares,
which will be used, among other purposes, for land acquisition and
general corporate purposes to support further development of the
Company. Closing of the private placement is subject to customary
closing conditions.
Mr. Yong Zhang, Chairman and
Chief Executive Officer of Xinyuan, said, "We welcome the
investment from TPG and see significant upside to partnering with
TPG to achieve our growth objectives. With this investment, we
believe that we are in a position to expand our land acquisitions
while also continuing to develop our internal infrastructure and
operational capabilities. We believe this long-term partnership
will not only further strengthen Xinyuan's financial situation but
also be highly beneficial for our development in the long run."
Steve Sun, Partner and Managing
Director of TPG, said, "We are impressed by Xinyuan's solid
financial position and experienced management team and look forward
to providing our resources and experience to help Xinyuan achieve
its strategic objectives. We believe Xinyuan is well positioned to
continue to deliver growth and solidify its position in its key
markets going forward, and we look forward to a productive
partnership."
About Xinyuan Real Estate Co., Ltd. (NYSE:XIN)
Xinyuan Real Estate Co., Ltd. ("Xinyuan") (NYSE: XIN) is a
developer of large scale, high quality residential real estate
projects aimed at providing middle-income consumers with a
comfortable and convenient community lifestyle. In China, Xinyuan primarily focuses its
development projects in Tier II cities, Zhengzhou, Ji'nan, Suzhou, Kunshan, Xuzhou,
Chengdu and Hefei. The Company's U.S. development arm, XIN
Development Group International, Inc. ("XIN Int."), is a pioneer
amongst Chinese real estate residential developers, entering the US
market in 2012. Xinyuan is the first real estate developer
from China to be listed on the New
York Stock Exchange. For more information, please visit
http://en.xyre.com/ir.html.
About TPG
TPG is a leading global private investment firm founded in 1992
with $55.3 billion of assets under
management and offices in San
Francisco, Fort Worth,
Austin, Beijing, Chongqing, Hong
Kong, London, Luxembourg, Melbourne, Moscow, Mumbai, New
York, Paris, São Paulo,
Shanghai, Singapore and Tokyo. TPG has extensive
experience with global public and private investments executed
through leveraged buyouts, recapitalizations, spinouts, growth
investments, joint ventures and restructurings. The firm's
investments span a variety of industries including financial
services, travel and entertainment, technology, energy,
industrials, retail, consumer, real estate, media and
communications, and healthcare. TPG's investments in
China have included China Grand
Auto, China International Capital Corporation, Daphne, Lenovo,
Shenzhen Development Bank (currently Ping
An Bank), Wumart, Li Ning,
HCP Holdings, among others. TPG's investments in the real estate
sector have included Taylor Morrison Home Corporattion, Parkway
Properties, Shriram Properties, M West Holdings, Merin, ST
Residential, Assisted Living Concepts and AV Homes, among
others.
Forward Looking Statements
Certain statements in this press release constitute
"forward-looking statements" relating to the offering of the
convertible notes and common shares, and the anticipated use of
proceeds. These statements are made under the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can generally be
identified by terminology such as "will," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar
statements. Statements that are not historical statements are
forward-looking statements. Forward-looking statements
involve inherent risks and uncertainties that could cause actual
results to differ materially from those projected or anticipated,
including, but not limited to, our ability to continue to implement
our business model successfully; our ability to secure adequate
financing for our project development; our ability to successfully
sell or complete our property projects under construction and
planning; our ability to enter into new geographic markets and
expand our operations; the marketing and sales ability of our
third-party sales agents; the performance of our third-party
contractors; the impact of laws, regulations and policies relating
to real estate developers and the real estate industry in
China and, to the extent we expand
operations into other countries, such as the U.S., the laws,
regulations and policies of such countries; our ability to obtain
permits and licenses to carry on our business in compliance with
applicable laws and regulations; competition from other real estate
developers; the growth of the real estate industry in China, particularly Tier II and Tier III
cities, and in our targeted areas in the U.S.; fluctuations in
general economic and business conditions in China, and, to the extent we expand operation
into other countries, such as the U.S., the general economic and
business conditions in such countries; and other risks outlined in
our public filings with the Securities and Exchange Commission,
including our annual report on Form 20-F for the year ended
December 31, 2012. Except as
required by law, we undertake no obligation to update or review
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, after the date on which
the statement is made.
The convertible notes and common shares have not been registered
under the Securities Act of 1933 or any state securities laws and
may not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act of 1933 and
applicable state laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase the notes or any other
securities, and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful.
For more information, please contact:
Xinyuan Real Estate Co., Ltd.
Ms. Helen Zhang
Financial Controller
Tel: +86 (10) 8588-9255
Email: yuan.z@xyre.com
ICR, LLC
William Zima
In U.S.: +1 646-308-1472
In China: +86 (10) 6583-7511
Email: william.zima@icrinc.com
TPG
Asia:
Brunswick Group Limited
Siobhan Zheng
Email: tpgcoreasia@brunswickgroup.com
Tel: +852 9131-5202
Christina Pantin
Email: tpgcoreasia@brunswickgroup.com
Tel: +852 9166-3697
U.S.:
Owen Blicksilver Public Relations
Lisa Baker
Tel: +1 914-725-5949
Email: lisa@Blicksilverpr.com
SOURCE Xinyuan Real Estate Co., Ltd.