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Form 6-K Sands China Ltd. For: Jul 07

July 7, 2022 6:53 AM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of July 2022
Commission File Number 333-262328
Sands China Ltd.
(Exact name of registration as specified in its charter)
The Venetian Macao Resort Hotel, L2 Executive Offices
Estrada da Baía de N. Senhora da Esperança, s/n
Macao
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Yes ☐ No ☒





This report contains Sands China Ltd.’s (the “Company”) announcement, dated July 7, 2022, that the Company’s registration statement on Form F-4 has become effective and that the Company’s related offer to exchange certain of its currently outstanding notes, which were issued and sold in a transaction exempt from registration under the United States Securities Act of 1933 (the “Securities Act”), for an equal principal amount of its newly issued notes, which will be registered under the Securities Act, has commenced.






EXHIBIT INDEX





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Sands China Ltd.
Date: July 7, 2022
By:/s/ Dylan James Williams
Name:
Dylan James Williams
General Counsel and
Company Secretary

Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is not for distribution, directly or indirectly, in or into the United States, Canada or Japan. 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. A registration statement relating to the securities listed below has been filed with the United States Securities and Exchange Commission. Any public offering of the securities listed below to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about such securities and Sands China Ltd. (including its management and financial statements).

This advertisement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

SANDS CHINA LTD.
capturea.jpg
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1928)

US$700,000,000 2.300% Senior Notes due 2027 (Note Stock Code: 40852)
US$650,000,000 2.850% Senior Notes due 2029 (Note Stock Code: 40853)
US$600,000,000 3.250% Senior Notes due 2031 (Note Stock Code: 40854)
OFFER TO EXCHANGE THE OUTSTANDING NOTES FOR NEW NOTES OF EQUAL PRINCIPAL AMOUNT WHICH HAVE BEEN REGISTERED UNDER U.S. SECURITIES ACT
Reference is made to the announcements, dated January 25, 2022, April 4, 2022, May 26, 2022, June 21, 2022 and July 5, 2022, issued by Sands China Ltd. (the “Company”) in relation to the Company’s filing of a registration statement, as amended (the “Registration Statement”), on Form F-4 with the United States Securities and Exchange Commission (the “SEC”) in relation to the proposed offer (the “Exchange Offer”) to exchange all the outstanding unregistered US$700,000,000 aggregate principal amount of 2.300% senior notes due 2027, US$650,000,000 aggregate principal amount of 2.850% senior notes due 2029 and US$600,000,000 aggregate principal amount of 3.250% senior notes due 2031 (together, the “Outstanding Notes”) for an equal principal amount of 2.300% senior notes due 2027, 2.850% senior notes due 2029 and 3.250% senior notes due 2031 (together, the “New Notes”), respectively, which have been registered under the United States Securities Act of 1933 (the “U.S. Securities Act”).
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The board of directors (the “Board”) of the Company announces that the Registration Statement that the Company filed with the SEC in relation to the Exchange Offer has become effective on July 6, 2022, New York time, and the Exchange Offer has commenced on July 7, 2022, New York time, and will expire at 5:00 p.m. on August 4, 2022, New York time, unless extended. The terms of the New Notes to be issued in the Exchange Offer are identical in all material respects to the Outstanding Notes, except that the New Notes have been registered under the U.S. Securities Act and will not have any of the transfer restrictions, any of the registration rights provisions and certain inapplicable interest provisions relating to the Outstanding Notes.

For details of the Exchange Offer, please refer to the prospectus that the Company filed with the SEC, which is available at https://www.sec.gov/Archives/edgar/data/1755281/000175528122000052/a2022scl424b3.htm.

The Company proposes to seek a listing of the New Notes on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) by way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) only, and has received an eligibility letter from the Stock Exchange for the listing of the New Notes. Listing of the New Notes on the Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Company or the New Notes.

Subject to the full exchange of any series of the Outstanding Notes for the New Notes pursuant to the Exchange Offer, the Company will apply to the Stock Exchange for the withdrawal of the listing of such series of the Outstanding Notes.

By order of the Board
SANDS CHINA LTD.
Dylan James Williams
Company Secretary
Macao, July 7, 2022
As at the date of this announcement, the directors of the Company are:
Executive Directors:
Robert Glen Goldstein
Wong Ying Wai
Chum Kwan Lock, Grant
Non-Executive Director:
Charles Daniel Forman
Independent Non-Executive Directors:
Chiang Yun
Victor Patrick Hoog Antink
Steven Zygmunt Strasser
Kenneth Patrick Chung

In case of any inconsistency between the English version and the Chinese version of this announcement, the English version shall prevail.

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