BEIJING, April 13, 2017 /PRNewswire/ -- TAL Education
Group (NYSE: TAL), a leading K-12 after-school tutoring services
provider in China ("TAL" or the
"Company"), today announced that it is notifying holders of its
2.50% Convertible Senior Notes due 2019 (CUSIP No. 874080 AB0) (the
"Notes") that pursuant to the Indenture dated as of May 21, 2014 relating to the Notes by and between
the Company and Citicorp International Limited, as trustee, each
holder has the right, at the option of such holder, to require the
Company to purchase all of such holder's Notes or any portion of
the principal thereof that is equal to US$1,000 principal amount (or an integral
multiple thereof) for cash on May 15,
2017 (the "Put Right"). The Put Right expires at
5:00 p.m., New York City time, on Friday, May 12, 2017.
As required by rules of the United States Securities and
Exchange Commission (the "SEC"), the Company will file a Tender
Offer Statement on Schedule TO today. In addition, documents
specifying the terms, conditions and procedures for exercising the
Put Right will be available through the Depository Trust Company
and the paying agent, which is Citibank, N.A. None of the Company,
its board of directors, or its employees has made or is making any
representation or recommendation to any holder as to whether to
exercise or refrain from exercising the Put Right.
The Put Right entitles each holder of the Notes to require the
Company to repurchase all or a portion of such holder's Notes in
principal amounts equal to US$1,000
or integral multiples thereof. The repurchase price for such Notes
will be equal to 100% of the principal amount of the Notes to be
repurchased, plus any accrued and unpaid interest to, but
not including, May 15, 2017, which is
the date specified for repurchase in the Indenture (the "2017
Repurchase Date"), subject to the terms and conditions of the
Indenture and the Notes. The 2017 Repurchase Date is an interest
payment date under the terms of the Indenture and the Notes.
Accordingly, on May 15, 2017, the
Company will pay accrued and unpaid interest on all of the Notes
through May 14, 2017, to all holders
who were holders of record on May 1,
2017, regardless of whether the Put Right is exercised with
respect to such Notes. On the 2017 Repurchase Date, there will be
no accrued and unpaid interest on the Notes. As of April 12, 2017, there was US$224,999,000 in aggregate principal amount of
the Notes outstanding. If all outstanding Notes are surrendered for
repurchase through exercise of the Put Right, the aggregate cash
purchase price will be US$224,999,000.
The opportunity for holders of the Notes to exercise the Put
Right commences today, April 13,
2017, and will terminate at 5:00
p.m., New York City time,
on Friday, May 12, 2017. In order to
exercise the Put Right, a holder must follow the transmittal
procedures set forth in the Company's Put Right Notice to holders
(the "Put Right Notice"), which is available through the Depository
Trust Company and Citibank, N.A. Holders may withdraw any
previously tendered Notes pursuant to the terms of the Put Right at
any time prior to 5:00 p.m.,
New York City time, on
Friday, May 12, 2017, which is the
business day immediately prior to the 2017 Repurchase Date, or as
otherwise provided by applicable law.
This press release is for information only and is not an offer
to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell the Notes or any other securities
of the Company. The offer to purchase the Notes will be only
pursuant to, and the Notes may be tendered only in accordance with
the Company's Put Right Notice dated April
13, 2017 and related documents. Holders of Notes may request
the Company's Put Right Notice from the paying agent, Citibank,
N.A.
By Regular,
Registered or Certified Mail or Overnight Courier:
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By Facsimile (for
Eligible Institutions only):
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|
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Citibank,
N.A.
480 Washington
Boulevard, 30th Floor
Jersey City, NJ
07310
USA
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+1 (201)
258-3567
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For Information or
Confirmation by Telephone:
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+1 (973)
461-7011
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HOLDERS OF NOTES AND OTHER INTERESTED PARTIES ARE URGED TO READ
THE COMPANY'S SCHEDULE TO, PUT RIGHT NOTICE AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TAL EDUCATION GROUP
AND THE PUT RIGHT.
Materials filed with the SEC will be available electronically
without charge at the SEC's website, www.sec.gov. Documents
filed with the SEC may also be obtained without charge at the
Company's website, http://en.100tal.com/investor/.
About TAL Education Group
TAL Education Group is a leading K-12 after-school tutoring
services provider in China. The
acronym "TAL" stands for "Tomorrow Advancing Life," which reflects
our vision to promote top learning opportunities for Chinese
students through both high-quality teaching and content, as well as
leading edge application of technology in the education experience.
TAL Education Group offers comprehensive tutoring services to
students from pre-school to the twelfth grade through three
flexible class formats: small classes, personalized premium
services, and online courses. Our tutoring services cover the core
academic subjects in China's
school curriculum including mathematics, English, Chinese, physics,
chemistry, and biology. The Company's learning center network
includes 474 physical learning centers as of November 30, 2016, located in 27 key cities in
China: Beijing, Shanghai, Guangzhou, Shenzhen, Tianjin, Wuhan, Xi`an, Chengdu, Nanjing, Hangzhou, Taiyuan, Zhengzhou, Chongqing, Suzhou, Shenyang, Jinan, Shijiazhuang, Qingdao, Changsha, Luoyang, Nanchang, Ningbo, Wuxi, Fuzhou, Hefei, Changchun and Guiyang. We also operate www.jzb.com, a
leading online education platform in China. Our ADSs trade on the New York Stock
Exchange under the symbol "TAL." We changed the symbol from "XRS"
to "TAL" effective December 1,
2016.
Investor Relations Contact
Mei Li
Investor Relations
TAL Education Group
Tel: +86 10 5292 6658
Email: ir@100tal.com
Caroline Straathof
IR Inside
Tel: +31 6 5462 4301
Email: info@irinside.com
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SOURCE TAL Education Group