Xinhua Finance Limited Announces a Tender Offer for up to US$49,113,000.00 Aggregate...

Xinhua Finance Limited Announces a Tender Offer for up to US$49,113,000.00
Aggregate Principal Amount of its Outstanding Notes

SHANGHAI, China, Aug. 5 /Xinhua-PRNewswire-FirstCall/ -- Xinhua Finance
Limited (the "Company") announced today that it has commenced a tender offer
for a portion of its 10% Senior Guaranteed Notes due 2011 (the "Notes")
pursuant to a tender offer statement dated August 5, 2008 (the "Tender Offer
Statement"). The tender offer will expire at 3:00 p.m., London time, on
September 4, 2008, unless extended or earlier terminated (as such date and
time may be extended or earlier terminated, the "Expiration Date").
(Logo: http://www.xprn.com/xprn/sa/200702151700.gif )
Holders of Notes ("Holders") who validly tender (and do not validly
withdraw) their Notes prior to 3:00 p.m., London time, on the Expiration Date,
will receive 100% of the principal amount of the outstanding Notes (the
"Purchase Price"), plus accrued and unpaid interest thereon from the most
recent payment of interest preceding the Payment Date (as defined herein) up
to, but not including, the Payment Date (the "Accrued Interest," together with
the Purchase Price, the "Tender Offer Consideration"). The Tender Offer
Consideration is the result of the cash proceeds from the sale of capital
stock of certain restricted subsidiaries, as adjusted under the terms of the
indenture governing the Notes. All payments will be made on September 9,
2008,
unless extended (as such date may be extended, the "Payment Date"). The
Company will not spend more than US$50,586,390.00 in the aggregate to purchase
its outstanding Notes at par, which amount includes the payment of the
Purchase Price and Accrued Interest on the Payment Date.
In the event that the aggregate principal amount of Notes validly tendered
and not validly withdrawn by Holders prior to the Expiration Date exceeds
US$49,113,000.00, the Company will accept the Notes for payment on a pro rata
basis from among such tendered Notes. Any such pro rata allocation will be
calculated by multiplying the principal amount of Notes validly tendered via a
tender instruction by a factor equal to the aggregate principal amount of the
Notes that the Company is to purchase divided by the aggregate principal
amount of the Notes validly tendered and not validly withdrawn. Each offer to
sell reduced in this manner will be rounded down to the nearest denomination
of US$100,000 and integral multiples of US$1,000 in excess thereof. Any
tendered Notes not purchased due to proration will be returned to the Holder
thereof as promptly as practicable after the Payment Date. There is no
condition that any minimum amount of Notes must be tendered in the tender
offer for the Company to accept the Notes for payment.
Tenders of Notes prior to the Expiration Date may be validly withdrawn at
any time prior to 3:00 p.m., London time, on the Expiration Date, but not
thereafter unless the tender offer is terminated without any Notes being
purchased.
The Company's obligation to accept for payment and pay for the Notes
validly tendered pursuant to the tender offer is conditioned upon the
satisfaction or waiver of various conditions described in the Tender Offer
Statement.
These conditions are for the Company's sole benefit and the Company may
waive them in whole or in part at any or at various times prior to the
expiration of the tender offer in its sole discretion. In addition, subject to
the terms set forth in the Tender Offer Statement, the Company expressly
reserves the right, but will not be obligated, at any time or from time to
time, on or prior to the Expiration Date, to extend or amend the tender offer
in any respect, subject to applicable law.
The trustee under the indenture governing the Notes has informed the
Company that all custodians and beneficial Holders of Notes hold their Notes
through Euroclear or Clearstream, Luxembourg accounts and that there are no
physical Notes in non-global form. Accordingly, there are no letters of
transmittal for the tender offer. Holders may tender their Notes by
submitting an election instruction notice through Euroclear and Clearstream,
Luxembourg. The Company will make letters of transmittal available to any
Holders holding Notes in physical form. Holders who believe that they are
holding a Senior Note in physical form should contact The Bank of New York
Mellon to obtain a letter of transmittal.
For information regarding the tender offer, including information
regarding the calculation of the principal amount of Notes subject to the
tender offer, the conditions to the tender offer and the procedures for
tendering Notes, please refer to the Tender Offer Statement.
In addition, for further information and for copies of the Tender Offer
Statement please contact: The Bank of New York Mellon at One Canada Square,
London E14 5AL, United Kingdom, Attention: ITS Puts and Calls, Corporate
Trust Services, email its.puts.and.calls@bnymellon.com, fax: (44) 207 1202
689 660, tel.: (44) 1202 689 590 and/or (44) 207 964 8849, in its capacity as
Information Agent and Tender Agent.
This announcement is for informational purposes only and does not
constitute an invitation to participate in the tender offer in any
jurisdiction in which, or to or from any person to or from whom it is unlawful
to make such invitation under applicable securities laws. The distribution of
this announcement in certain jurisdictions may be restricted by law. Persons
into whose possession this document comes are required to inform themselves
about, and to observe any such restrictions. The tender offer is made only by
the Tender Offer Statement dated August 5, 2008. You should read the Tender
Offer Statement before making a decision whether to tender the Notes.
This press release shall not constitute an offer to buy or solicitation of
an offer to sell, nor shall there be any purchase or sale of the Notes in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
Notes to Editors:
About Xinhua Finance Limited
Xinhua Finance Limited is China's premier financial information and media
service provider and is listed on the Mothers Board of the Tokyo Stock
Exchange (symbol: 9399) (OTC ADRs: XHFNY). Bridging China's financial markets
and the world, the Company's proprietary content platform, comprising Indices,
Ratings, Financial News, and Investor Relations, serves financial
institutions,
corporations and re-distributors worldwide. Through its subsidiary Xinhua
Finance Media Limited (Nasdaq: XFML), the Company leverages its content across
multiple distribution channels in China including television, radio,
newspaper,
magazine and outdoor media. Founded in November 1999, the Company is
headquartered in Shanghai, with offices and news bureaus spanning 11 countries
worldwide. For more information, please visit http://www.xinhuafinance.com .
This press release is not for transmission or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any State of the United States and the District of Columbia).
This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States. No
securities of the Company may be offered or sold in the United States, except
pursuant to an exemption from the registration requirements of the US
Securities Act of 1933, as amended. The Company does not intend to conduct a
public offering of securities in the United States.
This press release contains some forward-looking statements that involve a
number of risks and uncertainties. A number of factors could cause actual
results, performance, achievements of the Company or industries in which it
operates to differ materially from any future results, performance or
achievements expressed or implied by these forward-looking statements.
More Information:

Media Contact:
Ms. Joy Tsang
Tel: +86-21-6113-5999
Mobile: +86-136-2179-1577
Email: joy.tsang@xinhuafinance.com

IR Contact:
Ms Jennifer Chan Lyman
Tel: +86-21-6113-5960
Email: Jennifer.chan@xinhuafinance.com

SOURCE Xinhua Finance Limited

Ms. Joy Tsang, +86-21-6113-5999 or +86-136-2179-1577,
joy.tsang@xinhuafinance.com or Ms. Jennifer Chan Lyman, +86-21-6113-5960
jennifer.lyman@xinhuafinance.com