GUANGZHOU, China, March 11, 2014 /PRNewswire/ --Vipshop
Holdings Limited (NYSE: VIPS) (the "Company") announced today the
pricing of (i) its public offering of US$550,000,000 aggregate principal amount of its
1.50% convertible senior notes due 2019 (the "Notes"), which has
been upsized from the previously announced offer amount of
US$400,000,000 and (ii) the
public offering by certain selling shareholders of the Company of
an aggregate of 1,140,000 American Depositary Shares (the "ADSs")
at a price to public of US$143.74 per
ADS. Each ADS represents two ordinary shares of the Company. The
Company has granted to the underwriters a 30-day option to purchase
up to an additional US$82,500,000
aggregate principal amount of the Notes and the selling
shareholders have granted to the underwriters a 30-day option to
purchase up to an additional 171,000 ADSs.
The Notes will bear interest at a rate of 1.50% per year,
payable semiannually in arrears on March
15 and September 15 of each
year, beginning on September 15,
2014. The Notes will mature on March
15, 2019, unless earlier converted, redeemed or repurchased
in accordance with the terms of the Notes.
The Notes will be convertible into the ADSs at any time prior to
the close of business on the second business day immediately
preceding March 15, 2019. The Notes
will initially be convertible at a conversion rate of 4.9693 ADSs
per US$1,000 principal amount of
Notes, which is equivalent to an initial conversion price of
approximately US$201.24 per ADS,
which represents an approximately 40% conversion premium over the
price to public of the ADSs in the ADS offering described
above. The initial conversion rate is subject to adjustment
upon the occurrence of certain events, but will not be adjusted for
any accrued and unpaid interest. On March
15, 2017, the holders of the Notes will have the right to
require the Company to repurchase for cash all or part of their
Notes at a repurchase price equal to 100% of the principal amount
of the Notes to be repurchased, plus accrued and unpaid interest
to, but not including, the repurchase date.
The Company intends to use a portion of the proceeds of the
Notes offering for repayment of existing indebtedness under certain
of its facility agreements, which were incurred in connection with
a recent acquisition, and the remainder for general corporate
purposes. The Company will not receive any proceeds from the sale
of the ADSs by the selling shareholders.
The Notes offering and the ADS offering are expected to close on
or about March 17, 2014, subject to
the satisfaction of customary closing conditions. The offering of
the Notes is not contingent on the closing of the concurrent
secondary offering of the ADSs, and the concurrent secondary
offering of the ADSs is not contingent on the closing of the
offering of the Notes.
Goldman Sachs (Asia) L.L.C. and
Deutsche Bank Securities are acting as joint book-running managers
for the offerings and BofA Merrill Lynch and China Renaissance
Securities (Hong Kong) Limited are
acting as co-managers.
The offerings will be made pursuant to an effective shelf
registration statement on Form F-3 previously filed with the U.S.
Securities and Exchange Commission (the "SEC"), which is available
on the SEC's website at www.sec.gov. A preliminary prospectus
supplement and accompanying prospectus related to the ADS offering
were filed with the SEC and are available on the SEC's website at
www.sec.gov. A preliminary prospectus supplement and accompanying
prospectus related to the Notes offering were filed with the SEC
and are available on the SEC's website at www.sec.gov. When
available, the final prospectus supplement for the offering of the
Notes and the final prospectus supplement for the offering of the
ADSs will be filed with the SEC.
The offerings of these securities may be made only by means of a
related prospectus supplement and accompanying prospectus. Before
you invest, you should read the applicable prospectus supplement
and accompanying base prospectus and other documents that the
Company has filed with the SEC for more complete information about
the Company and the offerings. You may obtain these documents free
of charge by visiting EDGAR on the SEC website at www.sec.gov.
Copies of the prospectus supplements and the accompanying
prospectus related to the ADS offering and the Notes offering may
also be obtained from Goldman, Sachs & Co., 200 West Street,
New York, NY 10282, Attention:
Prospectus Department (telephone: 212-902-1171; facsimile:
212-902-9316; e-mail: prospectus-ny@ny.email.gs.com), and from
Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005-2836, Attention: Prospectus
Group (telephone: 800-503-4611; email:
prospectus.CPDG@db.com).
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase, nor shall there be any sale
of, any of the securities in any jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. The securities have not been and will not be
registered under the applicable securities laws of any jurisdiction
outside of the United States of
America.
SOURCE Vipshop Holdings Limited