Joyy announces repurchase right notification for convertible senior notes

JOYY is notifying holders of its 1.375% Convertible Senior Notes due 2026 that pursuant to the Indenture dated as of June 24, 2019 relating to the 2026 Notes by and between the Company and Citicorp International Limited, as trustee, each holder has the right, at the option of such holder, to require the Company to repurchase for cash on June 15, 2024 all of such holder’s 2026 Notes or any portion thereof that is an integral multiple of $1,000 principal amount. The Repurchase Right becomes exercisable at 9:00 a.m., New York City time, on Friday, May 10, 2024 and expires at 5:00 p.m., New York City time, on Thursday, June 13, 2024. As required by rules of the United States Securities and Exchange Commission the Company will file a Tender Offer Statement on Schedule TO today. In addition, documents specifying the terms, conditions, and procedures for exercising the Repurchase Right will be available through the Depository Trust Company and the paying agent, which is Citibank, N.A. None of the Company, its board of directors, or its employees has made or is making any representation or recommendation to any holder as to whether to exercise or refrain from exercising the Repurchase Right. The Repurchase Right entitles each holder of the 2026 Notes to require the Company to repurchase for cash on June 15, 2024, all of such holder’s 2026 Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, at a repurchase price that is equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the Repurchase Date, subject to the terms and conditions of the Indenture and the 2026 Notes. The Repurchase Date is an interest payment date under the terms of the Indenture and the 2026 Notes. Accordingly, on June 15, 2024, being the interest payment date, the Company will pay accrued and unpaid interest on all of the 2026 Notes through June 14, 2024, to all holders who are holders of record on June 1, 2024, regardless of whether the Repurchase Right is exercised with respect to such 2026 Notes. On the Repurchase Date, there will be no accrued and unpaid interest on the 2026 Notes. As June 15, 2024 is a Saturday, the Company will pay the repurchase price for the 2026 Notes tendered and the accrued interest on all of the 2026 Notes on Monday, June 17, 2024, the next succeeding business day following the Repurchase Date, pursuant to the Indenture. As of April 11, 2024, there was $406,038,000 in aggregate principal amount of the 2026 Notes outstanding. If all outstanding 2026 Notes are surrendered for repurchase through exercise of the Repurchase Right, the aggregate cash repurchase price will be $406,038,000.