Our website is made possible by displaying non-intrusive online advertisements to our visitors.
Please consider supporting us by disabling or pausing your ad blocker.
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
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")
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:
Issuer
GCH
Guarantor
GOHL
Keepwell provider
GENT (the "Parent")
Status
Subordinated perpetual capital securities, subordinated to senior unsecured obligations of the Issuer, the Guarantor and the Parent
Series 1 Securities
Series 2 Securities
Tenor
Perpetual Non-Call 5.5
Perpetual Non-Call 10
First Reset Date
Year 5.5 (29 October 2031)
Year 10 (29 April 2036)
First Call Date
Year 5.5 (29 October 2031)
Year 10 (29 April 2036)
Distribution
Fixed rate payable semi-annually in arrears until the First Reset Date
Distribution Reset
Distribution rate resets in year 5.5, and every 5 years thereafter
Distribution rate resets in year 10, and every 5 years thereafter
Distribution Step-up
25 bps step in year 10.5 and additional 75 bps step in year 25.5
25 bps step in year 10 and additional 75 bps step in year 30
Distribution Deferral
The Issuer may defer distributions at its sole discretion
Deferred distributions will be cumulative and there is no limit to number of deferrals
The Issuer must defer distributions during certain events as set out in the conditions of the Securities
Dividend Stoppers
No dividend stopper from the Issuer/Guarantor to the Parent
Dividend stopper only at the Parent level
In the event distributions are deferred, the Parent will not be permitted to declare or pay any discretionary dividends or distributions (other than equity-only payments or exchanges), until deferred distributions are satisfied
Listing
SGX-ST
Governing law
English Law except certain provisions (insofar as they relate to a winding-up of the Issuer, the Guarantor and Parent) will be governed by Isle of Man law or Malaysian law, as applicable
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.