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 information
purposes only and does not constitute an invitation or offer to
acquire, purchase or subscribe for the securities of the Company.
This announcement is not, and is not intended to be, an offer of
securities of the Company for sale, or the solicitation of an offer
to buy securities of the Company, in the
United States. The securities referred to in this
announcement have not been and will not be registered under the
U.S. Securities Act, and may not be offered or sold within
the United States, except pursuant
to an exemption from, or in a transaction not subject to
registration requirements of the U.S. Securities Act. This
announcement and the information contained herein are not for
distribution, directly or indirectly, in or into the United States. No public offer of the
securities referred to herein is being or will be made in
the United States.
ZHEJIANG EXPRESSWAY CO. LTD.
(A joint stock limited company incorporated in the People's Republic of China with limited
liability)
(Stock Code: 0576)
PROPOSED ISSUE OF
EURO365 MILLION ZERO COUPON
CONVERTIBLE BONDS DUE 2022
Joint Global
Coordinators, Joint Bookrunner and Joint Lead Managers
(In alphabetical order)
BOC
International
CICC Citi
References are made to the announcements of the Company dated
30 September 2016 and 5 April 2017 respectively and the circular of the
Company dated 9 November 2016 in
relation to the proposed issue of convertible bonds under general
mandate.
On 5 April 2017 (after trading
hours), the Company and the Joint Lead Managers entered into the
Subscription Agreement, pursuant to which and subject to certain
conditions contained therein, the Company agreed to issue to the
Joint Lead Managers, and the Joint Lead Managers severally and not
jointly agreed to subscribe and pay for, or to procure subscribers
to subscribe and pay for, the Bonds in a principal amount of
Euro365 million.
The Bonds are convertible in the circumstances set out in the
Terms and Conditions into H Shares at an initial Conversion Price
of HK$13.10 per H Share (subject to
adjustments).
The initial Conversion Price is HK$13.10 per H Share, which represents (i) a
premium of approximately 32.5% over the last closing price of
HK$9.89 per H Share as quoted on the
Hong Kong Stock Exchange on 5 April
2017 (being the trading day on which the Subscription
Agreement was signed) and (ii) a premium of approximately 29.4%
over the average closing price of approximately HK$10.12 as quoted on the Hong Kong Stock
Exchange for the five consecutive trading days up to and including
5 April 2017.
Assuming full conversion of the Bonds at the initial Conversion
Price of HK$13.10 per H Share, the
Bonds will be convertible into approximately 231,159,237 H Shares,
representing approximately 16.1% of the issued H share capital of
the Company as at the date of this announcement and approximately
13.9% of the enlarged issued H share capital of the Company. The
Conversion Shares will be fully-paid and rank pari passu in
all respects with the H Shares then in issue on the relevant
registration date.
The net proceeds from this offering, after the deduction of
fees, commissions and expenses payable in connection with this
offering, will be approximately Euro363
million. The Company intends to use the proceeds for, among
others, repayment of existing debt and general corporate
purposes.
The Company will apply to the Hong Kong Stock Exchange for the
listing of, and permission to deal in, the Bonds and the Conversion
Shares to be allotted and issued upon conversion of the Bonds.
WARNING: As the Subscription Agreement
may or may not be completed, the Bonds may or may not be issued or
listed and/or the Conversion Shares may or may not be issued or
listed, Shareholders and potential investors are advised to
exercise caution when dealing in the securities of the Company.
References are made to the announcements of the Company dated
30 September 2016 and 5 April 2017 respectively and the circular of the
Company dated 9 November 2016 in
relation to the proposed issue of convertible bonds under general
mandate.
On 5 April 2017 (after trading
hours), the Company and the Joint Lead Managers entered into the
Subscription Agreement, pursuant to which and subject to certain
conditions contained therein, the Company agreed to issue to the
Joint Lead Managers, and the Joint Lead Managers severally and not
jointly agreed to subscribe and pay for, or to procure subscribers
to subscribe and pay for, the Bonds in a principal amount of
Euro365 million.
SUBSCRIPTION AGREEMENT
Date
5 April 2017
Parties
1. The Company as issuer
2. The Joint Lead Managers
Subscription
Subject to the satisfaction of the conditions set out below in
the section headed "Conditions precedent", the Joint Lead Managers
agreed to, severally but not jointly subscribe and pay for, or
procure subscribers to subscribe and pay for, the Bonds in a
principal amount of Euro365 million.
To the best of the Directors' knowledge, information and belief,
and having made all reasonable enquiries, each of the Joint Lead
Managers is a third party independent of the Company and is not a
connected person of the Company.
The Joint Lead Managers have informed the Company that the Bonds
will be offered to no less than six independent placees (who will
be independent individual, corporate and/ or institutional
investors). To the best of the Directors' knowledge, information
and belief, having made all reasonable enquiries, each of the
placees (and their respective ultimate beneficial owners) is not a
connected person of the Company.
Conditions precedent
The obligations of the Joint Lead Managers to subscribe and pay
for the Bonds are conditional on, amongst others:
1. each of the Joint Lead Managers
being satisfied with the results of its due diligence
investigations with respect to the Company and its subsidiaries and
the Offering Circular having been prepared in form and content
satisfactory to the Joint Lead Managers;
2. the execution and delivery (on
or before the Issue Date) of the other Contracts other than the
Subscription Agreement, each in a form reasonably satisfactory to
the Joint Lead Managers, by the respective parties;
3. Zhejiang Communications
Investment Group Co., Ltd. shall have executed lock-up undertaking
on or before the Issue Date;
4. upon the Publication Date and
on the Issue Date, there having been delivered to the Joint Lead
Managers letters, in form and substance satisfactory to the Joint
Lead Managers, dated the Publication Date in the case of the first
letter and dated the Issue Date in the case of the subsequent
letters, and addressed to the Joint Lead Managers from Deloitte
Touche Tohmatsu, Certified Public Accountants to the Company;
5. on or prior to the Issue Date there
shall have been delivered to the Joint Lead Managers copies of all
filings, registrations, consents and approvals required in relation
to the issue of the Bonds and the performance of the Company's
obligations under the Trust Deed, the Agency Agreement and the
Bonds, including a copy of each of the relevant PRC regulatory
approvals and registration certificate from, including, but not
limited to the China Securities Regulatory Commission, the
State-owned Assets Supervision and Administration Commission of the
People's Government of Zhejiang
Province and the National Development and Reform Commission
of the PRC;
6. the Hong Kong Stock Exchange having
agreed to list the new H Shares upon conversion of the Bonds and
the Hong Kong Stock Exchange having agreed, subject to any
conditions satisfactory to the Joint Lead Managers (acting
reasonably), to list the Bonds (or, in each case, the Joint Lead
Managers (acting reasonably) being satisfied that such listing will
be granted).
The Joint Lead Managers may, at their discretion and upon such
terms as they think fit, waive compliance with the whole or any
part of the conditions precedent set out in the Subscription
Agreement other than paragraph 2 above.
As at the date of this announcement, certain of the above
conditions precedent to the completion of the Subscription
Agreement are yet to be satisfied and/or (as the case may be)
waived. It is the intention of the Company to satisfy or procure
the satisfaction of the conditions precedent of the Subscription
Agreement before the Issue Date.
Termination
Notwithstanding anything contained in the Subscription
Agreement, the Joint Lead Managers may, by notice to the Company
given at any time prior to payment of the net subscription monies
for the Bonds to the Company, terminate the Subscription Agreement
in any of the following circumstances:
1. if there shall have come to the
notice of the Joint Lead Managers any breach of, or any event
rendering untrue or incorrect in any respect, any of the warranties
and representations contained in the Subscription Agreement or any
failure to perform any of the Company's undertakings or agreements
in the Subscription Agreement;
2. if any of the conditions
precedent has not been satisfied or waived by the Joint Lead
Managers on or prior to the Issue Date;
3. if in the reasonable opinion of
the Joint Lead Managers, there shall have been, since the date of
the Subscription Agreement, any change, or any development
involving a prospective change, in national or international
monetary, financial, political or economic conditions (including
any disruption to trading generally, or trading in any securities
of the Company on any stock exchange or in any over-the-counter
market) or currency exchange rates or foreign exchange controls
such as would in its view, be likely to prejudice materially the
success of the offering and distribution of the Bonds or dealings
in the Bonds in the secondary market;
4. if, in the opinion of the Joint
Lead Managers, there shall have occurred any of the following
events: (i) a suspension or a material limitation in trading in
securities generally on the New York Stock Exchange, the London
Stock Exchange plc, the Hong Kong Stock Exchange and/or any other
stock exchange on which the Company's securities are traded; (ii) a
suspension or a material limitation in trading in the Company's
securities on the Hong Kong Stock Exchange and/or any other stock
exchange on which the Company's securities are traded; (iii) a
general moratorium on commercial banking activities in the PRC,
the United States, Hong Kong and/or the United Kingdom declared by the relevant
authorities or a material disruption in commercial banking or
securities settlement or clearance services in the PRC,
the United States, Hong Kong or the United Kingdom; or (iv) a change or
prospective change in taxation affecting the Company, the Bonds,
and the H Shares to be issued upon conversion of the Bonds or the
transfer thereof; and
5. if, in the opinion of the Joint
Lead Managers, there shall have occurred any event or series of
events (including the occurrence of any local, national or
international outbreak or escalation of disaster, hostility,
insurrection, armed conflict, act of terrorism, act of God or
epidemic) as would in their view be likely to prejudice materially
the success of the offering and distribution of the Bonds or
dealings in the Bonds in the secondary market.
The Company's lock-up
Neither the Company nor any person acting on its behalf will (a)
issue, offer, sell, pledge, encumber, contract to sell or otherwise
dispose of or grant options, issue warrants or offer rights
entitling persons to subscribe or purchase any interest in any
Shares or securities of the same class as the Bonds or the Shares
or any securities convertible into, exchangeable for or which carry
rights to subscribe or purchase the Bonds, the Shares or securities
of the same class as the Bonds, the Shares or other instruments
representing interests in the Bonds, the Shares or other securities
of the same class as them; (b) enter into any swap or other
agreement that transfers, in whole or in part, any of the economic
consequences of the ownership of the Shares; (c) enter into any
transaction with the same economic effect as, or which is designed
to, or which may reasonably be expected to result in, or agree to
do, any of the foregoing, whether any such transaction of the kind
described in (a), (b) or (c) is to be settled by delivery of Shares
or other securities, in cash or otherwise; or (d) announce or
otherwise make public an intention to do any of the foregoing, in
any such case without the prior written consent of the Joint Lead
Managers between the date of the Subscription Agreement and the
date which is 90 days after the Issue Date (both dates inclusive);
except for the Bonds and the new H Shares issued on conversion of
the Bonds.
Controlling shareholder's lock-up
undertaking
Zhejiang Communications Investment Group Co., Ltd. undertakes
that neither it nor any person acting on its behalf will (a) issue,
offer, sell, pledge, encumber, contract to sell or otherwise
dispose of or grant options, issue warrants or offer rights
entitling persons to subscribe or purchase any interest in any
Shares or securities of the same class as the Bonds or the Shares
or any securities convertible into, exchangeable for or which carry
rights to subscribe or purchase the Bonds, the Shares or securities
of the same class as the Bonds, the Shares or other instruments
representing interests in the Bonds, the Shares or other securities
of the same class as them; (b) enter into any swap or other
agreement that transfers, in whole or in part, any of the economic
consequences of the ownership of the Shares; (c) enter into any
transaction with the same economic effect as, or which is designed
to, or which may reasonably be expected to result in, or agree to
do, any of the foregoing, whether any such transaction of the kind
described in (a), (b) or (c) is to be settled by delivery of Shares
or other securities, in cash or otherwise or (d) announce or
otherwise make public an intention to do any of the foregoing, in
any such case without the prior written consent of the Joint Lead
Managers between the date of the Subscription Agreement and the
date which is 90 days after the Issue Date (both dates inclusive);
except for the Bonds and the new H Shares issued on conversion of
the Bonds.
PRINCIPAL TERMS OF THE BONDS
The principal terms of the Bonds are summarized as follows:
Issuer: |
The Company |
|
|
Maturity Date: |
21 April 2022 |
|
|
Issue Price: |
100% of the principal amount of the Bonds |
|
|
Bonds: |
Euro365 million zero coupon convertible bonds due
2022 convertible at the option of the holder thereof into
fully-paid ordinary H Shares at the initial Conversion Price of
HK$13.10 per H Share |
|
|
Interest: |
The Bonds do not bear any interest. |
|
|
Status: |
The Bonds constitute direct, senior,
unsubordinated, unconditional and (subject to negative pledge)
unsecured obligations of the Company and shall at all times rank
pari passu and without any preference or priority among themselves.
The payment obligations of the Company under the Bonds shall , save
for such exceptions as may be provided by mandatory provisions of
applicable law and subject to negative pledge, at all times rank at
least equally with all of its other present and future direct,
senior, unsubordinated, unconditional and unsecured
obligations. |
|
|
Form and Denomination: |
The Bonds will be issued in registered form in
denominations of Euro100,000 each and integral multiples in excess
thereof. The Bonds will upon issue be represented by a global
certificate which on the Issue Date will be deposited with, and
registered in the name of a nominee of, a common depository for
Euroclear and Clearstream. |
|
|
Conversion Period: |
Subject to and upon compliance with the Terms and
Conditions , t h e Conversion Right attaching to any Bond may be
exercised, at the option of the holder thereof, at any time on and
after 1 June 2017 up to the close of business (at the place where
the certificate evidencing such Bond is deposited for conversion)
on the date falling 11 April 2022 or if such Bond shall have been
called for redemption by the Company before the Maturity Date, then
up to and including 3.00 p.m. (at the place aforesaid) on a date no
later than 10 days prior to the date fixed for redemption thereof,
provided that (i) no Conversion Right may be exercised in respect
of a Bond where the holder shall have exercised its right to
require the Company to redeem or repurchase such Bond pursuant to
the Terms and Conditions and (ii) the Conversion Right is exercised
subject to any applicable fiscal or other laws or regulations or as
hereafter provided in the Terms and Conditions. |
|
|
Conversion Price |
The price at which Conversion Shares will be
issued upon conversion will initially be HK$13.10 per H Share but
will be subject to adjustment in certain circumstances, among
others, (i) consolidation, subdivision or re-classification of the
H Shares; (ii) capitalization of profits or reserves; (iii) capital
distributions; (iv) rights issue of Shares or options over Shares;
(v) rights issues of other securities; (vi) issues at less than
current market price; (vii) other issues at less than current
market price; (viii) modification of rights of
conversion etc.; (ix) other offers to
Shareholders; (x) other events determined by the Company that
an adjustment should be made to the Conversion Price; (xi) issuance
of new class of shares other than H Shares and domestic shares by
the Company; and (xii) the control of the Company is changed. |
|
|
Ranking of Conversion Shares: |
The H Shares issued upon exercise of the
Conversion Rights will be fully paid up and will in all respects
rank pari passu with, and within the same class as, the H Shares in
issue on the relevant registration date except for any right
excluded by mandatory provisions of applicable law. |
|
|
Redemption at Maturity: |
The H Shares issued upon exercise of the
Conversion Rights will be fully paid up and will in all respects
rank pari passu with, and within the same class as, the H Shares in
issue on the relevant registration date except for any right
excluded by mandatory provisions of applicable law. |
|
|
Redemption at Maturity: |
Unless previously redeemed, converted or purchased
and cancelled, the Company will redeem each Bond at 100 per cent.
of its outstanding principal amount on 21 April 2022. |
|
|
Redemption at the Option of the Bondholders: |
The Company will, at the option of
the holder of any Bond, redeem all or some of that holder's Bonds
on 21 April 2020 (the "Put Option Date") at 100 per cent. of their
outstanding principal amount on the Put Option Date. To exercise
such right, the holder of the relevant Bond must complete, sign and
deposit at the specified office of any paying agent during normal
business hours (being between 9.00 a.m. and 3.00 p.m.) a duly
completed and signed notice (the "Put Option Notice") together with
the certificate evidencing the Bonds to be redeemed not earlier
than 60 days and not later than 30 days prior to the Put Option
Date.
A Put Option Notice, once delivered, shall be irrevocable (and may
not be withdrawn unless the Company consents to such withdrawal)
and the Company shall redeem the Bonds the subject of a Put Option
Notice delivered as aforesaid on the Put Option Date. |
|
|
Redemption for Taxation Reasons: |
At any time the Company may, having
given not less than 30 nor more than 60 days' notice, redeem all
but not some only of the Bonds at 100 per cent. of their
outstanding principal amount as at the relevant re d emption date,
if (a) the Company satisfies the Trustee immediately prior to the
giving of such notice that the Company has or will become obliged
to pay additional tax amounts as a result of any change in, or
amendment to, the laws or regulations of the PRC or Hong Kong or
any political subdivision or any authority thereof or therein
having power to tax, or any change in the general application or
official interpretation of such laws or regulations (including a
holding, judgment or order by a court of competent jurisdiction )
which change or amendment becomes effective on or after 5 April
2017, and (b) such obligation cannot be avoided by the Company
taking reasonable measures available to it, provided that no such
notice of redemption shall be given earlier than 90 days prior to
the earliest date on which the Company would be obliged to pay such
additional tax amounts were a payment in respect of the Bonds then
due.
If the Company gives such notice of redemption, each Bondholder
will have the right to elect that his Bond(s) shall not be
redeemed. In that case, all payments made to an electing Bondholder
after the tax redemption date will be made subject to the deduction
or withholding of the tax required to be withheld or deducted and
no additional tax amounts will be paid with respect thereto. |
|
|
Redemption at the Option of the Company: |
On giving not less than 30 nor more
than 60 days' notice, the Company may, at any time after 21 April
2020 but prior to the Maturity Date, redeem all and not some only
of the Bonds at 100 per cent. of their outstanding principal amount
as at the relevant redemption date, provided that the closing price
of an H Share translated into Euro at the prevailing rate
applicable on the relevant H Share Stock Exchange Business Day, for
any 20 H Share Stock Exchange Business Days within a period of 30
consecutive H Share Stock Exchange Business Days, the last of such
H Share Stock Exchange Business Day shall occur not more than 10
days prior to the date upon which notice of such redemption is
given, was, for each such 20 H Share Stock Exchange Business Days,
at least 130 per cent. of the Conversion Price (translated into
Euro at the fixed exchange rate of HK$8.2964 = Euro1.00) then in
effect.
On giving not less than 30 nor more than 60 days' notice, the
Company may redeem all and not some only of the Bonds at 100 per
cent. of their outstanding principal amount as at the relevant
redemption date if at any time the aggregate principal amount of
the Bonds outstanding is less than 10 per cent. of the aggregate
principal amount of the Bonds issued. |
|
|
Redemption for Relevant Events: |
Following the occurrence of a
Relevant Event (as defined below), the holder of each Bond will
have the right at such holder's option, to require the Company to
redeem all but not some only of such holder's Bonds on the Relevant
Event put date at 100 per cent. of their outstanding principal
amount as at the Relevant Event put date.
"Relevant Event" means the occurrence of any of :
(i) a Change of Control in the Company;
(ii) a Delisting; or
(iii) an H Share Suspension in Trading. |
|
|
Cash Settlement: |
Notwithstanding the Conversion
Right of each Bondholder in respect of each Bond, in
lieu of delivery of some or all of the H Shares required to be
delivered upon exercise of a Conversion Right, the Company shall
have the option to pay to the relevant Bondholder an amount of cash
in Euro equal to the product of (i) the number of H Shares
otherwise deliverable upon exercise of the Conversion Right in
respect of the Bond(s) to which the conversion notice applies, and
in respect of which the Company has elected the cash settlement
option and (ii) the arithmetic average of the volume weighted
average price of the H Shares for each day during the 20 H Share
Stock Exchange Business Days immediately after the cash settlement
notice date, converted from HK dollars into Euro at the prevailing
rate on the cash settlement notice date. |
|
|
Negative Pledge: |
So long as any Bond remains outstanding (as
defined in the Trust Deed), the Company will not create or permit
to subsist, and the Company will procure that no principal
subsidiary will create, or have outstanding, any mortgage, charge,
pledge, lien or other form of encumbrance or security interest upon
the whole or any part of its undertaking, assets or revenues,
present or future, to secure any investment securities or to secure
any guarantee of or indemnity in respect of any investment
securities unless, at the same time or prior thereto according to
the Bonds the same security as is created or subsisting to secure
any such investment securities, guarantee or indemnity or such
other security as either (x) the Trustee shall in its absolute
discretion deem not materially less beneficial to the interests of
the Bondholders or (y) shall be approved by an extraordinary
resolution of the Bondholders. |
CONVERSION PRICE AND CONVERSION
SHARES
The initial Conversion Price is HK$13.10 per H Share, which represents (i) a
premium of approximately 32.5% over the last closing price of
HK$9.89 per H Share as quoted on the
Hong Kong Stock Exchange on 5 April
2017 (being the trading day on which the Subscription
Agreement was signed) and (ii) a premium of approximately 29.4%
over the average closing price of approximately HK$10.12 as quoted on the Hong Kong Stock
Exchange for the five consecutive trading days up to and including
5 April 2017.
The Conversion Price was determined with reference to the
prevailing market price of the H Shares and the Terms and
Conditions (including the redemption options) and was negotiated on
an arm's length basis between the Company and the Joint Lead
Managers. The Directors consider that the Conversion Price is fair
and reasonable based on the current market conditions and in the
interests of the Company and the Shareholders as a whole.
Assuming full conversion of the Bonds at the initial Conversion
Price of HK$13.10 per H Share, the
Bonds will be convertible into approximately 231,159,237 H Shares,
representing approximately 16.1% of the issued H share capital of
the Company as at the date of this announcement and approximately
13.9% of the enlarged issued H share capital of the Company. The
Conversion Shares will be fully-paid and rank pari passu in
all respects with the H Shares then in issue on the relevant
registration date.
The aggregate nominal amount of the Conversion Shares is
RMB231,159,237.
EFFECT ON SHAREHOLDINGS
The table below sets out a summary of the shareholdings in the
Company (i) as at the date of this announcement and (ii) upon the
exercise in full of the Conversion Rights attached to the
Bonds:
|
|
|
|
Upon full conversion
of the Bonds at |
|
|
|
|
the initial
Conversion Price of HK$13.10 per H |
Shareholders |
|
As at the date of
this announcement |
|
share |
---------------------- |
|
--------------------------------------------------------------------- |
|
------------------------------------------------------------------ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate |
|
|
|
|
|
|
Approximate |
|
|
|
|
|
|
|
|
% of the total |
|
|
|
|
|
|
% of the total |
|
|
|
|
Class of |
|
Number of |
|
issued share |
|
|
Class of |
|
Number of |
|
issued share |
|
|
|
|
Shares |
|
Shares |
|
capital |
|
|
Shares |
|
Shares |
|
capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhejiang Communications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Group Co., Ltd. |
|
domestic shares |
|
2,909,260,000 |
|
66.99 |
|
|
domestic shares |
|
2,909,260,000 |
|
63.60 |
|
|
Public holders of H shares |
|
H Shares |
|
1,433,854,500 |
|
33.01 |
|
|
H Shares |
|
1,433,854,500 |
|
31.35 |
|
|
Bondholders |
|
– |
|
– |
|
– |
|
|
H Shares |
|
231,159,237 |
|
5.05 |
|
|
|
|
------------ |
|
------------------- |
|
---------------- |
|
|
------------ |
|
------------------- |
|
---------------- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
– |
|
4,343,114,500 |
|
100 |
|
|
– |
|
4,574,273,737 |
|
100 |
|
|
|
|
====== |
|
=========== |
|
========= |
|
|
====== |
|
========== |
|
========= |
|
|
USE OF PROCEEDS
The net proceeds from this offering, after the deduction of
fees, commissions and expenses payable in connection with this
offering, will be approximately Euro363
million, representing a net issue price of approximately
HK$13.03 per Conversion Share based
on the initial Conversion Price. The Company intends to use the
proceeds for, among others, repayment of existing debt and general
corporate purposes.
REASONS FOR AND BENEFITS OF THE ISSUE
OF THE BONDS
The Board considers that the issue of the Bonds represents an
opportunity to improve the liquidity position of the Group, to
reduce the financing costs of the Group and to raise further
working capital for the Company. The Board currently intends to use
the funds as mentioned above and considers it will facilitate the
overall development and expansion of the Group.
The Directors (including the independent non-executive
Directors) consider that the terms and conditions of the
Subscription Agreement and the issue of the Bonds are made on
normal commercial terms and in the interests of the Company and the
Shareholders as a whole.
GENERAL MANDATE FOR THE ISSUE OF THE
BONDS AND THE CONVERSION SHARES
At the 2015 annual general meeting of the Company held on
6 May 2016, a special resolution was
passed to grant a general mandate to the Directors to issue, allot,
and/or deal with additional H Shares not exceeding 286,770,900 H
Shares, equivalent to 20% of the aggregate nominal amount of H
Shares of the Company in issue as at the date of the 2015 annual
general meeting, which amounted to 1,433,854,500 H Shares.
At the 2016 extraordinary general meeting of the Company held on
28 December 2016, a special
resolution was passed, pursuant to which the Board is authorized to
issue H share convertible bonds under a general mandate with an
aggregate principal amount up to US$400
million or its equivalent.
The Conversion Shares will be allotted and issued by the Company
pursuant to the general mandate granted to the Directors by the
Shareholders at the 2015 annual general meeting of the Company held
on 6 May 2016 and the Bonds will be
issued by the Company pursuant to the resolutions of the
Shareholders at the extraordinary general meeting of the Company
held on 28 December 2016. The issue
of the Bonds and of the Conversion Shares by the Company are not
subject to further Shareholders' approval.
EQUITY FUND-RAISING ACTIVITY BY THE
COMPANY IN THE LAST 12 MONTHS
The Company has not raised any fund by issuing equity securities
during the 12 months immediately before the date of this
announcement.
GENERAL INFORMATION
The Group principally engages in investing in, developing and
operating of high-grade toll roads, and also carries out securities
business and other business.
APPLICATION FOR LISTING
The Company will apply to the Hong Kong Stock Exchange for the
listing of, and permission to deal in, the Conversion Shares to be
allotted and issued upon conversion of the Bonds.
The Company has obtained a letter of eligibility in relation to
the listing of the Bonds of the Hong Kong Stock Exchange.
WARNING: As the Subscription Agreement
may or may not be completed, the Bonds may or may not be issued or
listed and/or the Conversion Shares may or may not be issued or
listed, Shareholders and potential investors are advised to
exercise caution when dealing in the securities of the Company.
DEFINITIONS
In this announcement, the following expressions have the
meanings set out below unless the context otherwise requires:
"Agency Agreement" |
means the paying, conversion and transfer agency
agreement in respect of the Bonds to be entered into between the
Company, the Trustee, The Bank of New York Mellon, London Branch,
as the principal paying agent and principal conversion agent, The
Bank of New York Mellon SA/NV, Luxembourg Branch as the registrar
and as transfer agent, and the other paying agents, conversion
agents and transfer agents appointed thereunder on or around the
Issue Date |
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|
"Board" |
means the board of Directors of the Company |
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"Bondholder(s)" |
means holder(s) of the Bond(s) from time to
time |
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"Bonds" |
means Euro365 million zero coupon convertible
bonds due 2022 convertible into H Shares at the initial Conversion
Price of HK$13.10 per H Share |
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|
"Change of Control" |
means:
a) People's Government of Zhejiang Province or any other person(s)
directly or indirectly controlled by the People's Government of
Zhejiang Province (as at the Issue Date being Zhejiang
Communications Investment Group Co., Ltd. in aggregate cease to
control, directly or indirectly, the Company; or
b) the Company consolidates with or merges into or sells or
transfers all or substantially all of the Company's assets to any
other person, unless the consolidation, merger, sale or transfer
will not result in the other person or persons acquiring control
over the Company or the successor entity |
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|
"Company" |
means 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) |
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|
"connected person" |
means has the meaning ascribed to it under the
Listing Rules |
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|
"Contracts" |
means the Subscription Agreement, the Trust Deed
and the Agency Agreement |
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|
"Conversion Price" |
means the price per Conversion Share (subject to
adjustments) at which the Bonds may be converted into the H
Shares |
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"Conversion Right" |
means the right of a Bondholder to convert any
Bond into H Shares |
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|
"Conversion Share(s)" |
means the H Shares to be issued upon conversion of
the Bonds pursuant to the Trust Deed and the Terms and
Conditions |
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"Delisting" |
means when the H Shares cease to be listed or
admitted to trading on the Hong Kong Stock Exchange |
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"Directors" |
means the directors of the Company |
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|
"Euro" |
means Euro, the lawful currency of the member
state of the Eurozone |
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"Group" |
means the Company and its subsidiaries |
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"H Share(s)" |
means ordinary shares with a par value of RMB1.00
each issued by the Company to investors outside the PRC and which
as at the Issue Date have been approved to be primarily listed on
the Hong Kong Stock Exchange and are subscribed for and traded in
HK dollars |
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|
"H Share Stock Exchange
Business Day" |
means any day (other than a Saturday or Sunday) on
which the Hong Kong Stock Exchange or the alternative stock
exchange (as the case may be) is open for the business in dealing
in securities |
|
|
"H Share Suspension in
Trading" |
means the suspension in trading of the H Shares
for a period of 30 consecutive H Share Stock Exchange Business
Days |
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"HK$" |
means Hong Kong dollar(s), the lawful currency of
Hong Kong |
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"Hong Kong" |
means the Hong Kong Special Administrative Region
of the PRC |
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"Hong Kong Stock Exchange" |
means The Stock Exchange of Hong Kong Limited |
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"Issue Date" |
means 21 April 2017 |
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"Joint Lead Managers" |
means BOCI Asia Limited, China International
Capital Corporation Hong Kong Securities Limited, and Citigroup
Global Markets Limited |
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"Listing Rules" |
means the Rules Governing the Listing
of Securities on
The Stock Exchange of Hong Kong Limited |
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|
"Maturity Date" |
means the date on which the Bonds will be redeemed
at 100 per cent. of their outstanding principal amount, unless
previously redeemed, converted or purchased and cancelled, which is
expected to be on 21 April 2022 |
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"Offering Circular" |
means the offering circular to be prepared by the
Company for use in connection with the issue of the Bonds and the
listing of the Bonds on the Hong Kong Stock Exchange |
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"PRC" |
means the People's Republic of China |
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"Publication Date" |
means the publication date of the Offering
Circular, which is dated no later than three business days prior to
the Issue Date or such other date as may be agreed between the
Company and the Joint Lead Managers |
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"RMB" |
means renminbi, the lawful currency of the
PRC |
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"Shares" |
means (i) the H Shares, (ii) domestic invested
shares, being ordinary shares with a par value of RMB1.00 each
issued by the Company to investors within the PRC, and (iii) any
other fully-paid and non-assessable shares of any class or classes
of the ordinary shares of the Company authorised after the Issue
Date which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation or
dissolution of the Company |
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"Shareholders" |
means the holders of Shares |
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"Subscription Agreement" |
means the subscription agreement
dated 5 April 2017 entered into between the Company and the Joint
Lead Managers in connection with the issue and offering of the
Bonds |
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"Terms and Conditions" |
means the terms and conditions of the
Bonds |
|
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"Trust Deed" |
means the trust deed constituting the Bonds to be
entered into between the Company and the Trustee on or around the
Issue Date |
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"Trustee" |
means The Bank of New York Mellon, London
Branch |
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"United States" |
means the United States of America |
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"U.S. Securities Act" |
means the United States Securities Act of 1933 (as
amended) |
|
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"US$" |
means US dollar(s), the lawful currency of the
United States |
|
|
"%" |
means percentage |
By order of the Board
Zhejiang Expressway Co., Ltd.
Tony Zheng
Company Secretary
Hangzhou, the PRC
6 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.