Placing of new shares under general mandate
(2) Proposed issue of 65 million perpetual subordinated convertible securities
(3) Datang preemptive rights
(4) National Integrated Circuit Fund preferential rights and
(5) COUNTRY HILL priority
Placing of new shares under general mandate
The Board is pleased to announce that on 29 November 2017, the Company entered into the Placing Agreement with the Joint Placing Agents pursuant to which the Company conditionally agreed to place through the Placing Agent 241,418,625 Shares at a price of HK $ 10.65 per Placing Share Placing Shares to not less than six Independent Placees The Placing Shares will be allotted and issued under the General Mandate and the Placing Shares will rank pari passu in all respects with the Shares and the issue of the Placing Shares will not be subject to the approval of the Shareholders.
Assuming 241,418,625 Placing Shares were successfully placed, the Placing Shares represent (i) approximately 5.17% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 4.92% of the issued share capital of the Company as enlarged by the issue of the Placing Shares (Assuming that save for the issue of the Placing Shares, there will be no change in the issued share capital of the Company from the date of this announcement until the completion of the Placing).
The Placing Price represents: (i) a closing price of HK $ 11.20 per Share as quoted on the Stock Exchange on 28 November 2017, being the last complete trading day immediately prior to the entering into of the Placing Agreement Approximately 4.91%; (ii) a discount of HK $ 11.78 per share to the average closing price of the Shares as quoted on the Stock Exchange for the last five consecutive trading days up to and including 28th November, 2017 Approximately 9.59%; and (iii) a discount of HK $ 11.67 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the 28th day of November, About 8.74%.
The gross proceeds from the Placing will be approximately HK $ 2.57 billion and the net proceeds from the Placing, after deducting fees, commissions and expenses, will be approximately HK $ 2.55 billion The net proceeds raised after completion of the Placing will be approximately Shares The Placing Shares of HK $ 10.56 The aggregate nominal value of the Placing Shares will be HK $ 7,535,544.
The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.
The completion of the Placing will depend on the fulfillment or waiver of the conditions precedent in the Placing Agreement, for details, please refer to the section headed "Placing Agreements" below.
Proposed issue of 65 million perpetual subordinated convertible securities
On November 29, 2017, the Company and the co-manager entered into the placing of the CPV Subscription Agreement pursuant to which each of the co-managers has agreed to subscribe for the shares of the Company issued Place and pay for the Subordinated Subordinated Convertible Securities or cause the Subscriber to subscribe and pay for the Company's issued and placed Subordinated Convertible Securities in the aggregate principal amount of US $ 65 million.
Based on the initial conversion price of HK $ 12.78 and assuming full conversion of the PLICs at the initial Conversion Price, the CPIC Sublates will be convertible into approximately 39,688,654 Placing Shares, Representing approximately 0.85% of the issued share capital of the Company as at the Last Trading Day; (ii) approximately 0.81% of the issued share capital of the Company as enlarged by the Placing Shares (assuming there is no change in the issued share capital of the Company other than the issue of the Placing Shares) ); And (iii) approximately 0.80% of the issued share capital of the Company as enlarged by the Placing Shares, assuming full conversion of the placing of perpetual subordinated convertible securities at the initial Conversion Price (assuming that save for the issue of the Placing Shares and the Placing Conversion Shares, There is no change in the issued share capital of the Company).
The Placing Conversion Shares will be allotted and issued under the General Mandate and will rank pari passu in all respects with the Shares then in issue on the respective Conversion Date Issue of the CPIC Subsoiled is not subject to the approval of the Shareholders.
An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Placing Conversion Shares and the Company will apply to the SGX-ST for the listing of and quotation of the placing of the Perpetual Subordinated Convertible Securities.
Completion of the placing of the CPV Subscription Agreement is conditional on the fulfillment or waiver of the conditions precedent to the placing of the CPV Subscription Agreement and in certain circumstances, The share certificate subscription agreement may be terminated as detailed in the section headed '' '' '' '' '' '' '' '' '' '' '' '' '' '' '' '' '' '' '
Datang preemptive rights
Reference is made to the announcement of the Company dated 10 November 2008 in relation to the Datang Purchase Agreement.
Pursuant to the Datang Purchase Agreement, in the event of the issue of any new Shares or securities of Convertible Shares, Datang has the right of pre-emption with certain exceptions (i) equivalent to the shares of the Company owned by Datang immediately prior to the issue of such securities Or (ii) if the issue of new shares or securities convertible into shares results in more than the number of shares beneficially owned by a single investor or a group of investors acting in concert with Datang and Its wholly-owned subsidiary, subscribe for an additional share of the number of shares proposed to be beneficially owned by the largest shareholder of the Company .. The Datang Pre-emptive Right is applicable to the issue of the Placing Shares and the placing of the Perpetual Subordinated Convertible Securities, National ASIC Fund Pre-emptive Subscription, National Integrated Circuit Fund Additional Subscription and any Country Hill Pre-emptive Subscription. Pursuant to the Datang Purchase Agreement and the Listing Rules, any Datang Subscription Securities will be issued to Datang due to its exercise of the Pre-emption Rights and The subscription of Datang Subscription Securities by Datang is subject to completion of any further regulatory approvals and approval by the Independent Shareholders.
Datang exercises its pre-emptive right to subscribe for the Datang Preferred Securities in respect of the issue of the Placing Shares and the placing of the Sub-perpetual Subordinated Convertible Securities, the National Integrated Circuit Fund Preference and any Country Hill Pre-emptive Subscription, The Preference Shares are equal to the Placing Price and / or equivalent to the issue price of the CM Sub-CNs for the purposes of the CDC Preference Subordinated Convertible Securities.
The Company has complied with the terms of the Datang Purchase Agreement in respect of the issue of the Placing Shares and the placing of the Perpetual Subordinated Convertible Securities, the National IC Fund Preferential Subscription, the National Integrated Circuit Fund Additional Subscription and the Country Hill Preferential Subscription, Tang According to the Datang Purchase Agreement, Datang will be treated as electing to not exercise its pre-emptive right if Datang does not reply within ten (10) business days after the notice date.
As at the date of this announcement, Datang has passed a non-legally binding letter of intent notifying the Company of its intention to issue subscription and placing of perpetual subordinated convertible securities, subscription of National IC Fund Preference, additional subscription of National Integrated Circuit Fund Matters and any Country Hill Pre-emptive Subscriptions to exercise their pre-emptive rights up to the quotas to which they are entitled under the Datang Purchase Agreement on the same terms and conditions as the Placing and the issue of the Perpetual Subordinated Convertible Securities, if required , The Company will issue further announcements in respect of the above matters in accordance with the Listing Rules.
Datang has also informed the Company that it also intends to subscribe for the Datang Extraordinary Subordinated Convertible Securities in addition to the Datang Preferred Subordinated Subordinated Convertible Securities, the terms and conditions of which and the issue of the placing of the Perpetual Subordinated Convertible Securities Approximately, the principal amount (for Datang Extra Perpetual Subordinated Convertible Securities only) is approximately US $ 100 million (subject to adjustment).
If necessary, the Company will issue further announcement in respect of the above matters in accordance with the Listing Rules.
National IC Fund preferential rights
Reference is made to the announcement of the Company dated 12 February 2015 regarding the purchase agreement of the National Integrated Circuit Fund.
Under the National ICF Subscription Agreement, the National IC Fund has a preemptive right to issue any new shares or securities convertible into shares equal to the number of shares of the National Integrated Circuit Fund Of the issued share capital of the Company in issue as a percentage of the issued share capital of the Company, the subscription rights of the National Integrated Circuit Fund apply to the issue of the Placing Shares and the placing of the Perpetual Subordinated Convertible Securities, the Datang Preference, Additional Subscriptions and any Country Hill Pre-emptive Subscriptions Pursuant to the National IC Funds Purchase Agreement and the Listing Rules, the issuance of any national IC Fund subscription securities by the National IC Funds for the exercise of their preemptive rights and the subscription of the National IC Fund The subscription of securities by National Integrated Circuit Fund shall be completed only after further necessary regulatory approval is obtained and approval from the independent shareholders is obtained.
The National IC Fund exercises any of its pre-emptive rights in respect of the issue of the Placing Shares and the placing of the Perpetual Subordinated Convertible Securities, the Datang Pre-emptive Subscription and any Country Hill Pre-emptive Subscription to subscribe the securities of the CSIC Preferred Securities at the exercise price For State Semiconductor Fund Preference Shares equal to the Placing Price and / or equivalent to the issue price of the CPIC Subordinated Convertible Securities for the purpose of the National Integrated Circuit Fund Preference Subordinated Convertible Securities.
The Company has complied with the terms of the State IC Fund Purchase Agreement and has applied for the issuance of the Placing Shares and the placing of the Perpetual Subordinated Convertible Securities, Datang Pre-emptive Subscription, Datang SUBSCRIPTION and Country Hill Pre-emption Subscription to the National Integrated Circuit Fund In accordance with the State IC Fund Purchase Agreement, the National Integrated Circuit Foundation is deemed to have elected not to exercise its pre-emptive right should the National IC Fund not respond within ten (10) business days after the notice date.
As of the date of this announcement, the ICF has passed a non-legally binding letter of intent informing the Company of its intention to issue the Placing Shares and the placing of the Perpetual Subordinated Convertible Securities, the Datang Pre-IPO Subscription, the Datang Further Subscription and Any Country Hill Pre-emptive Subscription exercises its pre-emptive right up to the quota to which it is entitled under the National IC Fund Purchase Agreement on the terms and conditions substantially the same as those for the placing and issue of the CPIC.
The National Integrated Circuit Fund has also notified the Company that in addition to the State Sub-Fund for Integrated Circuit Funds as a Preference for Subsoile Subordinated Convertible Securities, it also intends to subscribe for additional Sub-CCT Subordinated Convertible Securities, the terms and conditions of which are allotted The Subordinated Convertible Securities are approximately the same, with a total principal amount of up to approximately US $ 300 million for the National Subsoil Extraordinary Subordinated Convertible Securities and the National Integrated Circuit Fund Preference Subordinated Subordinated Convertible Securities.
If necessary, the Company will issue further announcement in respect of the above matters in accordance with the Listing Rules.
COUNTRY HILL priority
Reference is made to the announcement of the Company dated 18 April 2011 issued by the Country Hill Subscription Agreement.
Pursuant to the Country Hill Subscription Agreement, Country Hill has a pre-emptive right to issue any new Shares or securities convertible into Shares, with certain exceptions, equal to the number of shares of the Company owned by Country Hill immediately prior to the issue of the securities in issue Of the issued share capital of Country Hill for the subscription of new securities issued by Country Hill The pre-emption rights of Country Hill apply to the issue of the Placing Shares and the placing of the Perpetual Subordinated Convertible Securities, the Datang Subscription, the Datang Further Subscription, the National Integrated Circuit Fund The Top-up Subscription and the National IC Fund Additional Subscription Pursuant to the Country Hill Subscription Agreement, issue of any Country Hill Preferred Securities to Country Hill upon the exercise of its preemptive rights and Country Hill's subscription of Country Hill Preferred Securities require further acquisition of any The necessary regulatory approval before completed.
Country Hill exercised any of its pre-emptive rights to subscribe for Country Hill Preferred Securities in connection with the issue of the Placing Shares and the placing of the Pre-emptive Subordinated Convertible Securities, Datang Pre-emptive Subscription and National Integrated Circuit Fund, with the exercise price in respect of Country Hill First Equivalent to the Placing Price for the Shares and / or for the issue of the Country Hill Preference Subordinated Subordinated Convertible Equity, equal to the issue price of the placing of perpetual subordinated convertible securities.
The Company has complied with the terms of the Country Hill Subscription Agreement in connection with the issue of the Placing Shares and the placing of the Perpetual Subordinated Convertible Securities, the Datang Pre-emptive Subscription, the Datang Further Subscription, the National IC Fund Pre-IPO and the National Integrated Circuit Fund Additional subscriptions to Country Hill Pursuant to the Country Hill Subscription Agreement, Country Hill will be deemed to have chosen not to exercise any rights to Country Hill Senior Notes if it fails to reply within ten (10) business days of the notice date The priority of the right to buy.
As at the date of this announcement, Country Hill has not yet notified the Company of its intention to issue the Placing Shares and the placing of the Perpetual Subordinated Convertible Securities, Datang Pre-emptive Subscription, Datang Pre-IPO Subscription, National Integrated Circuit Fund Pre-IPO Subscription and / The State IC Fund exercises its preemptive right to subscribe for additional subscriptions and, if necessary, a separate announcement will be made by the Company in compliance with the Listing Rules.
Datang Hong Kong and Xinxin Hong Kong shareholders to lock up commitments
Reference is made to the announcement of Datang Hong Kong and Xinxin Hong Kong as set out in the announcement of the Company dated 28 November 2017 in relation to, among others, the potential exercise of the pre-emptive rights of Datang and the National Integrated Circuit Fund Information on the commitments made by the shareholders on the lock-up.
Datang Hong Kong and Xinxin Hong Kong each have a lock-up undertaking in respect of their Shares held directly (or through nominees) for a term of 90 days to facilitate the orderly placing of the Placing Shares and the placing of the Perpetual Subordinated Convertibles Securities Marketing, Distribution and Trading.
Each of Datang Hong Kong and Xinxin Hong Kong will also issue to each of them (or their nominee (s)) for Datang (in the case of Datang HK) and National IC Fund (for Xinxin Hong Kong) The shares have a 90-day lock-up commitment to facilitate the orderly marketing, distribution and trading of the Placing Shares.
Use of Proceeds
The gross proceeds from the issue of the Placing Shares and the placing of the Perpetual Subordinated Convertible Securities will be approximately US $ 394 million.
The net proceeds from the issue of the Placing Shares and the placing of the Perpetual Subordinated Convertible Securities, net of fees, commissions and expenses, will be approximately US $ 391 million.
Assuming that both Datang and the National IC Fund exercise their respective pre-emptive rights under their respective letters of intent, it is estimated that the net proceeds from the issue of the Placing Shares, the CM Sub-Placements, the Datang Subscription Securities and the NSFC Fund Subscription Securities The amount, net of fees, commissions and expenses, will be approximately $ 969 million.
The Company intends to use the net proceeds (after deducting fees, commissions and expenses) from the issue of the Placing Shares, the subscription of the perpetual subordinated convertible securities, the Datang Subscription Securities and the securities of the National Integrated Circuit Fund subscription securities as capital expenditures related to the Company's expansion And other general corporate purposes.
The meaning of the Listing Rules
As both Datang and the National IC Fund are substantial shareholders of the Company and hence connected persons of the Company, the Datang Pre-emptive Subscription, the National IC Fund Preference, the Datang Further Subscription or the National IC Fund Extraordinary Subscription (Including the share certificates for the Top Perpetual Subordinated Convertible Securities, the National Integrated Circuit Fund Preference Subordinated Subordinated Convertible Securities, Datang Extra Sub Forged Sub Formal Securities and the National Integrated Circuit Fund Extra Perpetual Subordinated Convertible Securities Will be subject to the approval of the Independent Shareholders under the Listing Rules and as of the date of this announcement, each of Datang and the National Integrated Circuit Fund has notified the Company, through its non-legally binding letter of intent, Interested in the exercise of the pre-emptive rights to be subscribed under the Datang Purchase Agreement (for Datang terms) or the National IC Funds Purchase Agreement (for the National Integrated Circuit Fund) in full, subscribe for the Datang Subscription Securities and the National IC Fund Subscription Securities respectively, Terms and conditions and issue of the Placing Shares and / or perpetual subordination of the Placing Securities roughly the same. If the Company and Datang national integrated circuit or fund any agreement on these matters, the Company will issue another announcement when needed.
Shareholders and potential investors should note that the completion of the Placing and the completion of the issue of the CPVs under the Placing are conditional on the fulfillment of the respective conditions of the Placing Agreement and the placing of the CP Subordinated CBs. As a result of the placing, the issue of the CPS Subordinated Convertible Securities, the Datang Pre-emptive Subscription, the National ASIC Fund Pre-emptive Subscription, the Datang Extraordinary Subscription, the National Integrated Circuit Fund Additional Subscription and the Country Hill Pre-IPO may take place Or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.
Complete announcement can be found at: http://www.smics.com/trd/investors/ir_filings.php