Sun Hung Kai &Co. Ltd. proposed an offering of new notes to be exchanged for existingnotes held by eligible holders.

Under the exchange offer, unit Sun Hung Kai & Co. (BVI) Ltd.will issue U.S. dollar-denominated fixed-rate bonds due in 2021, which will be exchangedfor US$350 million of outstanding existing 6.375% notes due in 2017. Sun Hung Kaiwill guarantee the new notes.

The offer price is US$1,053.75 per US$1,000 in principal amountof an existing note. The company said it might decide to issue additional noteson the settlement date, which will form a single series with the new notes issuedunder the exchange offer.

The minimum interest rate of the new notes will be announcedon or around May 12, while the final interest rate and yield will be announced afterthe offer expiration date on or around May 23. The expected settlement date forthe exchange offer is May 31.

Sun Hung Kai said it is conducting the exchange offer to extendits and Sun Hung Kai & Co. (BVI)'s debt maturity profile and cut ongoing financingcosts.

UBS AG Hong Kong Branch, AMTD Asset Management, J.P. Morgan Securitiesand Standard Chartered Bank will act as joint dealer managers for the exchange offer,while Lucid Issuer Services will act as the exchange agent.