Zhejiang Expressway Proposed Issue of Convertible Bonds
April 05 2017 - 4:02AM
UK Regulatory
TIDMZHEH
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 for informational purposes only and is not an offer to
sell or the solicitation of an offer to buy securities in the United States or
in 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.
This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States. The
Convertible Bonds to be issued have not been and will not be registered under
the Securities Act or the securities laws of any state of the United States or
other jurisdiction and, subject to certain exceptions, may not be offered or
sold within the United States. The Convertible Bonds are being offered only
outside the United States in reliance on Regulation S under the Securities Act
("Regulation S").
ZHEJIANG EXPRESSWAY CO., LTD.
(A joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock code: 0576)
VOLUNTARY ANNOUNCEMENT
PROPOSED ISSUE OF EURO365 MILLION
ZERO COUPON CONVERTIBLE BONDS DUE 2022
The Company proposes to offer Euro365 million zero coupon Convertible Bonds due
2022 to professional investors in Hong Kong, and to offer the Convertible Bonds
only outside the United States in accordance with Regulation S under the
Securities Act.
Application will be made to the Stock Exchange for the listing of, and
permission to deal in, the Convertible Bonds by way of debt issue to
professional investors only. The completion of the proposed Convertible Bonds
issue is subject to market conditions and investors' interest.
The proposed Convertible Bonds issue may or may not materialize. Potential
investors and shareholders of the Company are urged to exercise caution when
dealing in the securities of the Company. Further announcement in respect of
the proposed Convertible Bonds issue will be made by the Company should a
subscription agreement be signed.
THE PROPOSED CONVERTIBLE BONDS ISSUE
The Company proposed to offer Euro365 million zero coupon Convertible Bonds due
2022 to professional investors in Hong Kong, and to offer the Convertible Bonds
only outside the United States in accordance with Regulation S under the
Securities Act. None of the Convertible Bonds will be offered to the public in
Hong Kong and none of the Convertible Bonds will be placed to any connected
persons of the Company.
The pricing of the Convertible Bonds, including the issue price and the initial
conversion price, will be determined through a book building exercise conducted
by the Joint Global Coordinators, the Joint Bookrunners and the Joint Lead
Managers. Upon finalisation of the terms of the Convertible Bonds, the Joint
Lead Managers will enter into a subscription agreement with the Company in
relation to the Convertible Bonds.
PROPOSED USE OF PROCEEDS
The Company intends to use the net proceeds from the offering of the
Convertible Bonds for, among others, for repayment of existing debt and general
corporate purposes.
LISTING
Application will be made to the Stock Exchange for listing of, and permission
to deal in, the Convertible Bonds by way of debt issue to professional
investors only. Listing of the Convertible Bonds on the Stock Exchange is not
to be taken as an indication of the commercial merits or credit quality of the
Company or the Convertible Bonds.
The proposed Convertible Bonds issue may or may not materialise. Potential
investors and shareholders of the Company are urged to exercise caution when
dealing in the securities of the Company. Further announcement in respect of
the proposed Convertible Bonds issue will be made by the Company should a
subscription agreement be signed.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following
expressions have the following meanings:
"Board" the board of directors of the Company
"Convertible Bonds" the convertible bonds expected to be issued by the
Company
"Company" Zhejiang Expressway Co., Ltd., a joint stock
limited company incorporated in the PRC with
limited liability, whose H shares are listed on the
Hong Kong Stock Exchange (Stock Code: 0576)
"connected persons" has the meaning ascribed to it under the Listing
Rules
"Euro" Euro, the lawful currency of the Eurozone
"Hong Kong" Hong Kong Special Administrative Region of the PRC
"Joint Bookrunners" BOCI Asia Limited, China International Capital
Corporation Hong Kong Securities Limited and
Citigroup Global Markets Limited
"Joint Global Coordinators" BOCI Asia Limited, China International Capital
Corporation Hong Kong Securities Limited and
Citigroup Global Markets Limited
"Joint Lead Managers" BOCI Asia Limited, China International Capital
Corporation Hong Kong Securities Limited and
Citigroup Global Markets Limited
"Listing Rules" the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited
"PRC" the People's Republic of China excluding, for the
purpose of this announcement, Hong Kong, the Macau
Special Administrative Region and Taiwan area
"Securities Act" the United States Securities Act of 1933, as
amended
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"United States" the United States of America, its territories and
possessions and all areas subject to its
jurisdiction
By Order of the Board
Zhejiang Expressway Co., Ltd.
Tony Zheng
Company Secretary
Hangzhou, the PRC, 5 April 2017
As at the date of this announcement, the executive directors of the Company
are: Mr. ZHAN Xiaozhang, Mr. CHENG Tao and Ms. LUO Jianhu; the non-executive
directors of the Company are: Mr. WANG Dongjie, Mr. DAI Benmeng and Mr. ZHOU
Jianping; and the independent non-executive directors of the Company are: Mr.
ZHOU Jun, Mr. PEI Ker-Wei and Ms. LEE Wai Tsang Rosa.
END
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April 05, 2017 05:02 ET (09:02 GMT)
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