[HK]新城发展(01030):NEW METRO GLOBAL LIMITED新城环球有限公司以现金购买其尚未偿还的2026年到期4.5%有担保优先票据（ISIN: XS2290806285；通用代码.
香交易及結算所有限公司及香聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購證券的要約邀請或招攬，或訂立協議以進行任何該等事宜的邀請，亦非旨在邀請收購、購買或認購任何證券的任何要約。 如未根據美國或任何國家或司法權區的證券法例辦理登記或取得資格而在任何有關國家或司法權區內要約出售證券或招攬要約購買證券即屬違法，則本公告在當地不構成有關要約、招攬或出售。本公告所述證券並無亦不會根據1933年美國證券法（經修訂）（「證券法」）進行登記，亦不得於美國境內發售或出售，惟獲豁免或毋須遵守證券法及任何適用州或當地證券法登記規定的交易除外。凡在美國進行任何證券公開發售，將以招股章程方式進行，該招股章程將載有有關提出要約的公司以及其管理層及財務報表的詳細資料。本公司未曾亦不擬在美國登記其任何證券。 SEAZEN GROUP LIMITED 新城發展控股有限公司 （於開曼群島註冊成立的有限責任公司） （「本公司」） （股份代號：1030） NEW METRO GLOBAL LIMITED新城環球有限公司 以現金購買其尚未償還的 2026年到期4.5%有擔保優先票據 （ISIN: XS2290806285；通用代碼：229080628） （「2026年5月票據」）的要約 海外監管公告 本海外監管公告乃根據香聯合交易所有限公司（「聯交所」）證券上市規則（「上市規則」）第13.10B條而刊發。 茲提述所隨附本公司附屬公司New Metro Global Limited新城環球有限公司日期為2026年2月26日的公告，內容有關其以現金購買2026年5月票據的要約（「該公告」）。除另有界定外，本公告所用詞彙與該公告所界定具有相同涵義。 於聯交所網站登載該公告僅旨在向香投資同步發佈資訊及遵守上市規則第13.10B條的規定，概不作任何其他用途。 該公告並不構成於任何司法權區向公眾要約發售任何證券的招股章程、通告、通函、宣傳冊或廣告，亦非就要約認購或購買任何證券向公眾作出的邀請，且非旨在邀請公眾提出認購或購買任何證券的要約。 該公告不得被視為認購或購買本公司任何證券的勸誘，且不擬構成有關勸誘。 投資不應根據該公告所載資料作出投資決定。 承董事會命 新城發展控股有限公司 董事長 王曉松 香，2026年2月26日 於本公告日期，董事括執行董事呂小平先生、陸忠明先生及周福東先生，非執行董事王曉松先生，獨立非執行董事朱增進先生、鍾偉先生及吳科女士。 This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer, management, as well as financial statements. No public offer of securities is to be made by the Company in the United States. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. New Metro Global Limited 新城環球有限公司 (Incorporated in the British Virgin Islands with limited liability) (the “May 2026 Notes Issuer”) THE MAY 2026 NOTES ISSUER’S OUTSTANDING 4.5% GUARANTEED SENIOR NOTES DUE 2026 (ISIN: XS2290806285; COMMON CODE: 229080628) (THE “MAY 2026 NOTES”) Outstanding principal Description of the amount of the May Expiration (1) May 2026 Notes ISIN/Common Code 2026 Notes Purchase Price Deadline 4.5% Guaranteed XS2290806285 / US$404 million US$1,010 4:00 p.m. (London Senior Notes due 229080628 Time) on March (2) 2026 5, 2026 _________________________ (1) Per US$1,000 principal amount of the May 2026 Notes accepted for purchase. (2) Unless extended, re-opened, amended and/or terminated by the May 2026 Notes Issuer. The May 2026 Notes Issuer is making an offer to purchase (the “May 2026 Offer”) for cash any and all May 2026 Notes validly tendered at a purchase price (the “May 2026 Purchase Price”) of US$1,010 per US$1,000 principal amount of the May 2026 Notes (subject to the offer restrictions set out in the May 2026 Offer to Purchase), on the terms and subject to the conditions set out in the May 2026 Offer to Purchase (“May 2026 Offer to Purchase”). The May 2026 Notes Issuer has made available today to the Eligible Holders the May 2026 Offer to Purchase setting out, among other things, the terms, the New Issue Condition, the Priority of Acceptance and other conditions of the May 2026 Offer. The May 2026 Offer is being made as part of the Company’s strategies to actively manage its balance sheet liabilities and optimize its debt structure. Citigroup Global Markets Limited and Haitong International Securities Company Limited (in alphabetical order) are acting as the Dealer Managers and Kroll Issuer Services Limited is acting as the Information and Tender Agent in relation to the May 2026 Offer.Background The May 2026 Notes are listed on the SGX-ST. The obligations of the May 2026 Notes Issuer under the May 2026 Notes are guaranteed by Seazen Group Limited 新城發展控股有限公司, a company incorporated in the Cayman Islands with limited liability (the “Company”). As of the date of this announcement, the aggregate principal amount of US$404 million of the May 2026 Notes remains outstanding. The May 2026 Notes Issuer is making the May 2026 Offer. The May 2026 Notes Issuer has made available today to the Eligible Holders the May 2026 Offer to Purchase setting out, among other things, the terms, the New Issue Condition, the Priority of Acceptance and other conditions of the May 2026 Offer. The May 2026 Notes Issuer is a subsidiary of the Company and it is concurrently conducting an offering of senior notes (the “New Notes”) (such offering, the “Concurrent New Money Issuance”). The Concurrent New Money Issuance is not part of the May 2026 Offer to Purchase and is conducted pursuant to a separate offering memorandum. The May 2026 Offer to Purchase is subject to, among others, the New Issue Condition and the Priority of Acceptance. The May 2026 Notes Issuer is also concurrently conducting an offer to purchase (the “Concurrent Offer to Purchase”) for cash of an aggregate principal amount up to a maximum acceptance amount of its 11.88% Guaranteed Senior Notes due 2027 (ISIN: XS3192214685) (the “September 2027 Notes”) issued by the May 2026 Notes Issuer (the “September 2027 Offer”). The May 2026 Offer set forth in May 2026 Offer to Purchase is not made inter-conditional with the Concurrent Offer to Purchase. May 2026 Offer On the terms and subject to the New Issue Condition, the Priority of Acceptance and other conditions of the May 2026 Offer, the May 2026 Notes Issuer is offering to purchase for cash any and all May 2026 Notes validly tendered at a purchase price of US$1,010 per US$1,000 sole discretion, to accept any and all or to accept none of such May 2026 Notes, for purchase pursuant to the May 2026 Offer. An Eligible Holder that wishes to tender its May 2026 Notes for purchase pursuant to the May 2026 Offer in addition to subscribing for New Notes will receive Priority of Acceptance in the May 2026 Offer through the use of an Investor Code, subject to conditions set out in the May 2026 Offer to Purchase. In the event that an Eligible Holder subscribes for New Notes and participates in the May 2026 Offer but not the September 2027 Offer, such Eligible Holder shall be entitled to receive Priority of Acceptance for the May 2026 Notes it tenders in the May 2026 Offer in a principal amount equal to the principal amount of New Notes allocated to such Eligible Holder. In the event that an Eligible Holder subscribes for New Notes and participates in both the May 2026 Offer and the September 2027 Offer, such Eligible Holder shall be entitled to receive Priority of Acceptance for both the May 2026 Notes it tenders and the September 2027 Notes it tenders, in an aggregate principal amount equal to the principal amount of New Notes allocated to such Eligible Holder (the “Combined Priority Amount”). An Eligible Holder participating in both the May 2026 Offer and the September 2027 Offer may allocate its Combined Priority Amount between the May 2026 Notes and the September 2027 Notes and specify such allocation in its Tender Instruction. In the event that an Eligible Holder fails to indicate any such allocation in its Tender Instruction, all the Combined Priority Amount shall be deemed to have been allocated to the May 2026 Offer first, with any remaining amount being allocated to the September 2027 Offer. An Eligible Holder can request an Investor Code by contacting the Dealer Managers, the contact details for which are set out in the May 2026 Offer to Purchase. The Information and Tender Agent will, upon receipt of certain required information from the Dealer Managers, provide such Investor Code to such Eligible Holder. The receipt of such Investor Code from the Dealer Managers by an Eligible Holder who wishes to tender its May 2026 Notes in the May 2026 Offer in addition to subscribing for New Notes does not constitute acceptance of a tender of the May 2026 Notes for purchase pursuant to the May 2026 Offer by the May 2026 Notes Issuer. An Eligible Holder that wishes to subscribe for New Notes in addition to tendering their May 2026 Notes for purchase pursuant to the May 2026 Offer to Purchase may receive preference in the allocation of such New Notes, subject to conditions set out in the May 2026 Offer to Purchase. When considering allocations of New Notes, the May 2026 Notes Issuer, among other factors, intends to look favorably upon those Eligible Holders who have, prior to the allocation of the New Notes, indicated their firm intention to the May 2026 Notes Issuer or the Dealer Managers to tender their May 2026 Notes. For a detailed statement of the terms and conditions of the May 2026 Offer, Eligible Holders should refer to the May 2026 Offer to Purchase. The May 2026 Offer to Purchase will be distributed to Eligible Holders by Kroll Issuer Services Limited, the Information and Tender Agent for the May 2026 Offer via the Offer Website: https://deals.is.kroll.com/seazen. Purchase Price The Purchase Price payable to the Eligible Holders whose May 2026 Notes are accepted for purchase will be equal to US$1,010 for each US$1,000 in principal amount of the May 2026 Notes. Accrued Interest Payment The May 2026 Notes Issuer will also pay an Accrued Interest Payment in respect of the May 2026 Notes accepted for purchase pursuant to the May 2026 Offer on the Settlement Date. Sources of Funds The May 2026 Notes Issuer intends to finance the May 2026 Offer with the proceeds from the Concurrent New Money Issuance and internal funding of the Company. Tender Instruction In order to participate in the May 2026 Offer, Eligible Holders must validly tender their May 2026 Notes, as the case may be, for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent by the Expiration Deadline, unless extended, re-opened, amended and/or terminated as provided in the May 2026 Offer to Purchase. Separate Tender Instructions must be submitted on behalf of each individual beneficial owner. Tender Instructions will be irrevocable once delivered in accordance with the terms of the May 2026 Offer. Any Tender Instruction without an investor code will be rejected. Each Tender Instruction must specify the principal amount of the May 2026 Notes that the relevant Eligible Holder is tendering at the Purchase Price. The May 2026 Notes may be tendered only in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. Dealer Managers and Information and Tender Agent The Company has appointed Citigroup Global Markets Limited and Haitong International Securities Company Limited (in alphabetical order) as the dealer managers and Kroll Issuer Services Limited as the information and tender agent in relation to the May 2026 Offer. Indicative Timetable for the May 2026 Offer Events Times and Dates Commencement of the May 2026 Offer February 26, 2026 The May 2026 Offer is announced. The May 2026 Offer to Purchase available from the Information and Tender Agent and on the Offer Website, and notice of the May 2026 Offer delivered to the Clearing Systems for communication to Direct Participants. Announcement of the Pricing of the New Notes On or about February 26, The interest rate and other pricing details of the New Notes 2026 to be offered in the Concurrent New Money Issuance are announced. Expiration Deadline 4.00 p.m. (London Time) Final deadline for receipt of valid Tender Instructions by on March 5, 2026 the Information and Tender Agent. Announcement of Results As soon as reasonably Announcement of whether the May 2026 Notes Issuer will practicable after the accept valid tenders of the May 2026 Notes pursuant to the Expiration Deadline May 2026 Offer and, if so accepted, (i) the aggregate principal amount of the May 2026 Notes accepted for tender and (ii) the Accrued Interest on the May 2026 Notes (expressed per US$1,000 in principal amount of the May 2026 Notes accepted for purchase by the May 2026 Notes Issuer). Settlement Date On or about March 10, Expected settlement date for the May 2026 Offer. 2026 The above times and dates are subject to the right of the May 2026 Notes Issuer to extend, re-open, amend and/or terminate the May 2026 Offer (subject to applicable law and as provided in the May 2026 Offer to Purchase). Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold the May 2026 Notes when such intermediary would need to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in the May 2026 Offer by the Expiration Deadline. The deadline set by any such intermediary and each Clearing System for the submission of Tender Instructions may be earlier than the Expiration Deadline. Unless stated otherwise, announcements in connection with the May 2026 Offer will be made through the website of the SGX-ST and the Offer Website, the issue of a press release to a Notifying News Service and/or the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of the announcements, press releases and notices can also be obtained from the Information and Tender Agent, the contact details for which are set forth below. Significant delays may be experienced where notices are delivered to the Clearing Systems, and Eligible Holders are urged to contact the Information and Tender Agent for the relevant announcements during the course of the May 2026 Offer. In addition, Eligible Holders may contact the Dealer Managers for information using the contact details set forth below. May 2026 Offer to Purchase The May 2026 Offer to Purchase contains important information which should be read carefully by Eligible Holders before any decision is made with respect to the May 2026 Offer. Eligible Holders are recommended to seek their own financial and legal advice, including in respect of any tax consequences, from their broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. The terms of the May 2026 Offer are more fully described in the May 2026 Offer to Purchase, which sets out further details regarding the tender procedures and the conditions of the May 2026 Offer. None of the May 2026 Notes Issuer, the Company, the Dealer Managers, the Trustee of the May 2026 Notes or the Information and Tender Agent (or any of their respective directors, officers, employees or affiliates) makes any recommendation as to whether the Eligible Holders should tender their May 2026 Notes in response to the May 2026 Offer. THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN OFFER TO PURCHASE OR SELL, ANY SECURITIES. AN OFFER MAY ONLY BE MADE PURSUANT TO THE TERMS OF THE MAY 2026 OFFER TO PURCHASE. Dealer Managers (in alphabetical order) Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Haitong International Securities Company Limited 28/F, One International Finance Centre No. 1 Harbour View Street Central Hong Kong Information and Tender Agent Kroll Issuer Services Limited In Hong Kong In London 3/F Three Pacific Place The News Building 1 Queen's Road East 3 London Bridge Street Admiralty London SE1 9SG Hong Kong United Kingdom Telephone: +852 2281 0114 (Hong Kong) / +44 20 7704 0880 (London) Email: seazen@is.kroll.com Offer Website: https://deals.is.kroll.com/seazen DEFINITIONS “Accrued Interest accrued and unpaid on the principal amount of May 2026 Notes Interest” from and including the last interest payment date of February 2, 2026 up to, but excluding, the Settlement Date. Subject to the terms and conditions set forth in the May 2026 Offer to Purchase, in addition to the May 2026 Purchase Price, Eligible Holders whose May 2026 Notes are accepted for purchase by the May 2026 Notes Issuer will also be paid the relevant amount of such Accrued Interest on the May 2026 Notes in cash. “Accrued Interest An amount in cash (rounded to the nearest US$0.01, with half a cent Payment” rounded upwards) equal to the Accrued Interest on the May 2026 Notes accepted for purchase by the May 2026 Notes Issuer. “Clearing System The form of notice to be sent to Direct Participants by each of the Notice” Clearing Systems on or about the date of the May 2026 Offer to Purchase informing Direct Participants of the procedures to be followed in order to participate in the May 2026 Offer. “Clearing Euroclear and Clearstream. Systems” “Clearstream” Clearstream Banking S.A. “Combined In the event that an Eligible Holder subscribes for New Notes and Priority Amount” participates in both the May 2026 Offer and the September 2027 Offer, the aggregate principal amount for which such Eligible Holder shall be entitled to receive Priority of Acceptance in respect of both the May 2026 Notes it tenders and the September 2027 Notes it tenders, which amount shall be equal to the principal amount of New Notes allocated to such Eligible Holder. “Company” Seazen Group Limited 新城發展控股有限公司 , a company incorporated in the Cayman Islands with limited liability. “Concurrent New An offering of New Notes which is conducted by the May 2026 Notes Money Issuance” Issuer concurrently with the May 2026 Offer and pursuant to a separate offering memorandum. “Concurrent Offer The concurrent offer to purchase for cash by the May 2026 Notes Issuer to Purchase” of an aggregate principal amount up to a maximum acceptance amount of the September 2027 Notes, on the terms and subject to the conditions set out in the offer to purchase in connection with the Concurrent Offer to Purchase. “Direct Each person who is shown in the records of Euroclear or Clearstream as Participants” a holder of the May 2026 Notes. “Eligible Holders of the May 2026 Notes who are non-U.S. persons located outside Holders” the United States (as those terms are defined in Regulation S under the U.S. Securities Act). “Euroclear” Euroclear Bank SA/NV. “Expiration 4:00 p.m. (London Time) on March 5, 2026 (subject to the right of the Deadline” Company to extend, re-open, amend and/or terminate the Offer). “Information and Kroll Issuer Services Limited. Tender Agent” “Investor Code” An investor code provided by the Information and Tender Agent upon request. “May 2026 The 4.5% Guaranteed Senior Notes due 2026 (ISIN: XS2290806285) that Notes” were issued by the May 2026 Notes Issuer and guaranteed by the Company. “May 2026 Notes New Metro Global Limited 新城環球有限公司, a company incorporated Issuer” in the British Virgin Islands with limited liability and a subsidiary of the Company. “May 2026 The offer to purchase for cash by the May 2026 Notes Issuer any and all Offer” May 2026 Notes validly tendered at the May 2026 Purchase Price (subject to the offer restrictions set out in the May 2026 Offer to Purchase), on the terms and subject to the conditions set out in the May 2026 Offer to Purchase. “May 2026 Offer An Offer to Purchase dated February 26, 2026 issued to the Eligible to Purchase” Holders by the May 2026 Notes Issuer in connection with the May 2026 Offer. “May 2026 US$1,010 per $1,000 principal amount of the May 2026 Notes. Purchase Price” “New Issue That the Concurrent New Money Issuance shall have been successfully Condition” consummated. “New Notes” The senior notes to be issued under the Concurrent New Money Issuance by the May 2026 Notes Issuer. “Notifying News A recognized financial news service or services (e.g. Reuters/Bloomberg) Service” as selected by the Company. “Offer Website” The website, https://deals.is.kroll.com/seazen, operated by the Information and Tender Agent for the purpose of the May 2026 Offer. “Priority of The priority of acceptance received by an Eligible Holder in the May Acceptance” 2026 Offer. “September 2027 11.88% Guaranteed Senior Notes due 2027 (ISIN: XS3192214685) Notes” which were issued by the May 2026 Notes Issuer and guaranteed by the Company and Seazen Holdings Co., Ltd. (新城控股集團股份有限公司). “September 2027 The offer to purchase for cash by the May 2026 Notes Issuer up to the Offer” maximum acceptance amount of the September 2027 Notes validly tendered, on the terms and subject to the conditions set out in the offer to purchase in connection with the Concurrent Offer to Purchase. “Settlement Date” On or about March 10, 2026 (subject to the right of the May 2026 Notes Issuer to extend, re-open, amend or terminate the May 2026 Offer at any time). “SGX-ST” Singapore Exchange Securities Trading Limited. “Tender The electronic tender and blocking instruction in the form specified in the Instruction” Clearing System Notice for submission by Direct Participants to the Information and Tender Agent via the relevant Clearing System and in accordance with the requirements of such Clearing System by the deadline in order for Eligible Holders to be able to participate in the May 2026 Offer. Such electronic tender and blocking instruction must specify the principal amount of the May 2026 Notes that the relevant Eligible Holder is tendering at the May 2026 Purchase Price. May 2026 Notes may be tendered only in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. Any Tender Instruction without an investor code will be rejected. Trustee of the The Bank of New York Mellon, London Branch. May 2026 Notes “United States” The United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and The Commonwealth of the Northern Mariana Islands), any state of the United States of America and the District of Columbia. “US$” United States dollars. “U.S. Securities The United States Securities Act of 1933, as amended. Act” “%” Percent. New Metro Global Limited 新城環球有限公司 February 26, 2026 中财网
 |