GUANGZHOU, China, Feb. 14, 2017 /PRNewswire/ -- Vipshop
Holdings Limited (NYSE: VIPS), a leading online discount retailer
for brands in China ("Vipshop" or
the "Company"), today announced that it is notifying holders of its
1.50% Convertible Senior Notes due 2019 (CUSIP No. 92763WAA1) (the
"Notes") that pursuant to the Indenture dated as of March 17, 2014 relating to the Notes by and
between the Company and Deutsche Bank Trust Company Americas, as
trustee and paying agent, as amended by the First Supplemental
Indenture dated as of March 17, 2014
and further amended by the Second Supplemental Indenture dated as
of November 11, 2014, 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
March 15, 2017 (the "Put Right"). The
Put Right expires at 5:00 p.m.,
New York City time, on
Monday, March 13, 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 Deutsche Bank Trust Company
Americas. 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, March 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 March 15, 2017, the
Company will pay accrued and unpaid interest on all of the Notes
through March 14, 2017, to all
holders who were holders of record on March
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 February 13, 2017, there was U$632,500,000 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$632,500,000.
The opportunity for holders of the Notes to exercise the Put
Right commences today, February 14,
2017, and will terminate at 5:00
p.m., New York City time,
on Monday, March 13, 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 Deutsche Bank Trust Company Americas. 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 Tuesday, March 14, 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 February 14, 2017 and related documents. Holders
of Notes may request the Company's Put Right Notice from the paying
agent, Deutsche Bank Trust Company Americas.
By Regular,
Registered or Certified Mail or Overnight Courier:
|
By Facsimile (for
Eligible Institutions only):
|
DB Services Americas,
Inc.
5022 Gate Parkway
Suite 200
MS
JCK01-0218
Jacksonville, FL
32256
U.S.A.
|
+1 (615)
866-3889
|
For Information or
Confirmation by Telephone:
|
+1 (800)
735-7777
|
|
|
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 VIPSHOP HOLDINGS
LIMITED 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, ir.vip.com.
About Vipshop Holdings Limited
Vipshop Holdings Limited is a leading online discount retailer
for brands in China. Vipshop
offers high quality and popular branded products to consumers
throughout China at a significant
discount to retail prices. Since it was founded in August 2008, the Company has rapidly built a
sizeable and growing base of customers and brand partners. For more
information, please visit www.vip.com.
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SOURCE Vipshop Holdings Limited