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OTHERS GENTING BERHAD ("GENT" OR "COMPANY") OFFERING BY GOHL CAPITAL HOLDINGS LIMITED OF US$750,000,000 7.625% SUBORDINATED PERPETUAL CAPITAL SECURITIES (NC5.5) ("SERIES 1 SECURITIES") AND US$500,000,000 8.300% SUBORDINATED PERPETUAL CAPITAL SECURITIES (NC10) ("SERIES 2 SECURITIES")
| GENTING BERHAD |
| Type | Announcement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subject | OTHERS |
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| Description | GENTING BERHAD ("GENT" OR "COMPANY")
OFFERING BY GOHL CAPITAL HOLDINGS LIMITED OF US$750,000,000 7.625% SUBORDINATED PERPETUAL CAPITAL SECURITIES (NC5.5) ("SERIES 1 SECURITIES") AND US$500,000,000 8.300% SUBORDINATED PERPETUAL CAPITAL SECURITIES (NC10) ("SERIES 2 SECURITIES") |
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1. INTRODUCTION
The Company wishes to announce that its indirect wholly owned subsidiary, GOHL Capital Holdings Limited ("GCH" or the "Issuer"), has on 22 April 2026 completed the book-building process and priced its offering of the Series 1 Securities and Series 2 Securities (collectively, the "Securities") (the "Offering"). The Securities have been offered and sold outside the United States of America in reliance on Regulation S under the United States Securities Act of 1933, as amended. The Securities will be guaranteed on a subordinated basis by Genting Overseas Holdings Limited ("GOHL" or the "Guarantor"), a direct wholly owned subsidiary of GENT. The Guarantor holds 100% equity interest in the Issuer. The Securities will also have the benefit of a subordinated keepwell deed to be entered into with GENT.
Moody's Investors Service, Inc. has assigned a rating of Ba2 to the Securities, whilst Fitch Ratings, Ltd has assigned a rating of BB+ to the Securities.
Deutsche Bank AG, Singapore Branch and J.P. Morgan Securities Asia Pte. Ltd., are the Joint Global Coordinators for the Offering, and Barclays Bank PLC, Citigroup Global Markets Singapore Pte. Ltd., Deutsche Bank AG, Singapore Branch and J.P. Morgan Securities Asia Pte. Ltd., are the Joint Bookrunners for the Offering. DBS Bank Ltd is the Co-Manager for the Offering.
The Securities are expected to be listed on The Singapore Exchange Securities Trading Limited ("SGX-ST") on or around 30 April 2026.
2. PRINCIPAL TERMS OF THE SECURITIES
A summary of the principal terms and conditions of the Securities is as follows:
3. USE OF PROCEEDS
The Issuer intends to use the net proceeds for repayment of outstanding GOHL Capital Limited's US$1.5 billion notes due in January 2027 plus accrued interest thereon and for other refinancing needs of GENT and its subsidiaries. GOHL Capital Limited is an indirect wholly owned subsidiary of GENT.
Please refer to GENT's announcements in relation to the tender offer dated 20 April 2026 and 23 April 2026 for further details.
4. APPROVALS REQUIRED
The Offering is not subject to any regulatory or shareholder approvals.
This announcement is dated 23 April 2026.
This announcement does not constitute or form part of any offer to purchase, a solicitation of an offer to purchase, an offer to sell or an invitation or solicitation of an offer to sell, issue or subscribe for, securities in or into the United States or in any other jurisdiction. No securities mentioned herein have been, or will be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws or other jurisdiction of the United States and no such securities may be offered or sold in or into the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and any applicable state or local securities laws of the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States or in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Nothing in this announcement shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful. Any offering of securities will be made by means of one or more offering documents, which will contain detailed information about the Issuer, the Guarantor or GENT their management and financial statements. No action has been taken in any jurisdiction that would permit a public offering of the securities to occur in any jurisdiction. Neither this announcement nor any portion hereof may be sent or transmitted, directly or indirectly, in or into the United States or any jurisdiction where it is unlawful to do so. Failure to comply with the above restrictions may result in a violation of the Securities Act or the applicable laws of other jurisdictions. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the rating agencies. The significance of each rating should be analysed independently from any other rating. |
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Announcement Info
| Company Name | GENTING BERHAD |
| Stock Name | GENTING |
| Date Announced | 23 Apr 2026 |
| Category | General Announcement for PLC |
| Reference Number | GA1-23042026-00031 |