FOSUN INTERNATIONAL LIMITED 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. It is not an offer to sell or the solicitation of an offer to acquire, purchase, subscribe or dispose of any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever.
Distribution of this announcement into jurisdictions other than Hong Kong may be restricted by law. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or the laws of any state in the United States, and may not be offered or sold within the United States, absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable state laws. There is no intention to register any portion of the rights issue or any securities described herein in the United States or to conduct a public offering of securities in the United States.
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The Company proposes to raise not less than approximately HK$11,637,586,104, before expenses, and not more than approximately HK$11,693,048,280, before expenses, by way of the Rights Issue of not less than 867,182,273 Rights Shares and not more than 871,315,073 Rights Shares on the basis of 56 Rights Shares for every 500 Shares held by each Qualifying Shareholder on the Record Date at the Subscription Price of HK$13.42 per Rights Share payable in full on acceptance.
Pursuant to the terms of the Rights Issue, the Company will provisionally allot 56
Rights Shares in nil-paid form for every 500 existing Shares held by each Qualifying Shareholder on the Record Date. Fractional entitlements will not be allotted but will be aggregated and sold for the benefit of the Company.
The Rights Issue is only available to Qualifying Shareholders and will not be available to the Non-Qualifying Shareholders.
The estimated gross proceeds of the Rights Issue will be approximately HK$11,638 million (assuming that no Shares have been issued or allotted on or before the Last Day for Transfer pursuant to any exercise of the outstanding Conversion), or approximately HK$11,693 million (assuming that Shares have been issued or allotted on or before the Last Day for Transfer pursuant to full exercise of all outstanding Conversion).
The net proceeds of the Rights Issue are estimated to be not less than approximately HK$11,598 million and not more than approximately HK$11,653 million after the deduction of all estimated expenses. The net proceeds of the Rights Issue are intended to be used for general corporate purposes including mergers and acquisitions in the banking and insurance industry and repayment of loans.
Pursuant to the conditions set out in the Underwriting Agreement, the Underwriters have conditionally agreed to fully underwrite the Underwritten Shares on a several basis (and not joint or joint and several basis). As at the Latest Practicable Date, FHL (being one of the Underwriters) is interested in 5,526,271,109 Shares, representing approximately 71.37% of the total number of the Company's Shares in issue. FHL is a connected person of the Company within the meaning of Rule
14A.07 of the Listing Rules. The transaction of FHL acting as an underwriter for an issue of securities by the Company is exempt from the requirements of reporting, announcement and independent shareholders' approval pursuant to Rule
14A.92(2)(b) of the Listing Rules. It is not in the ordinary course of business of
FHL to underwrite shares.
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The last day for dealing in the Shares on a cum-rights basis is 15 September 2015. The Shares will be dealt with on an ex-rights basis from 16 September 2015. To qualify for the Rights Issue, a Qualifying Shareholder 's name must appear on the Register of Members on the Record Date, which is currently expected to be 18
September 2015. In order to be registered as a member on the Record Date, any transfer of Shares (together with the relevant share certificate(s)) must be lodged with the Company's Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre,
183 Queen's Road East, Wanchai, Hong Kong for registration by 4:30 p.m. on 17
September 2015 (the Register of Members will be closed from 18 September 2015 to 24 September 2015, both days inclusive).
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As the proposed Rights Issue will not increase the number of issued shares or the market capitalisation of the Company by more than 50% or otherwise fall under any scenarios contemplated under Rule 7.19(6) of the Listing Rules, the Rights Issue is not subject to the approval of the Shareholders in a general meeting.
The Prospectus or, where applicable, the Prospectus Documents, containing further information on the Rights Issue is expected to be despatched by the Company to Qualifying Shareholders on or about the Prospectus Posting Date.
Basis of Rights Issue: 56 Rights Shares for every 500 existing Shares held on
the Record Date
Subscription Price: HK$13.42 per Rights Share
Number of existing
Shares in issue:
7,742,698,871 Shares as at the Latest Practicable Date
Number of Rights
Shares to be issued under the Rights
Issue:
Not less than 867,182,273 Rights Shares (based on the number of Shares in issue as at the Latest Practicable Date and assuming no Shares have been allotted or issued on or before the Last Day for Transfer pursuant to any exercise of the outstanding Conversion) and not more than 871,315,073 Rights Shares (based on the number of Shares in issue as at the Latest Practicable Date and assuming that Shares have been allotted and issued on or before the Last Day for Transfer pursuant to the full exercise of the outstanding Conversion)
Amount to be raised: Not less than approximately HK$11,638 million, before expenses (based on the number of Shares in issue as at the Latest Practicable Date and assuming no Shares have been allotted and issued on or before the Last Day for Transfer pursuant to the exercise of the outstanding Conversion) and not more than HK$11,693 million, before expenses (based on the number of Shares in issue as at the Latest Practicable Date and assuming that Shares have been allotted and issued on or before the Last Day for Transfer pursuant to full exercise of all outstanding Conversion)
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Underwriters: CMBI and FHL
Joint Global
Coordinators, Joint
Bookrunners and
Financial Advisers to the Company:
CMBI and Hani Securities
Minimum enlarged
number of Shares in
issue upon completion of the Rights Issue:
8,609,881,144 Shares (based on the number of Shares in issue as at the Latest Practicable Date and assuming no Shares have been allotted and issued on or before the Last Day for Transfer pursuant to the exercise of the outstanding Conversion and no other Shares (other than the Rights Shares) are allotted and issued on or before
completion of the Rights Issue)
Maximum enlarged
number of Shares in
issue upon completion of the Rights Issue:
8,650,913,944 Shares (based on the number of Shares in issue as at the Latest Practicable Date and assuming Shares are allotted and issued pursuant to the full exercise of all outstanding Conversion on or before the Last Day for Transfer and no other Shares (other than the Rights Shares) are allotted and issued on or before
completion of the Rights Issue)
The number of Rights Shares which may be issued pursuant to the Rights Issue will be increased in proportion to any additional Shares which may be allotted and issued after the Latest Practicable Date and on or before the Last Day for Transfer, including Shares which may be issued and allotted on the Last Day for Transfer pursuant to the exercise of outstanding Conversion on or before the Last Day for Transfer.
As at the Latest Practicable Date:
(1) no Share Option has been granted by the Company under the Share Option Scheme. The Company confirms that no Share Option is scheduled to be granted or vested on or before the Last Day for Transfer; and
(2) there were outstanding Convertible Bonds in the aggregate principal amount of HK$369,000,000 convertible into approximately 36,900,000 Shares at the initial conversion price of HK$10 per Share (subject to adjustment). Assuming full exercise of the conversion rights attaching to the Convertible Bonds and Shares are allotted and issued pursuant to such exercise on or before the Last Day for Transfer, a total of 36,900,000 new Shares would fall to be issued and allotted, which would result in the issue and allotment of 4,132,800 additional Rights Shares.
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Save for the outstanding Convertible Bonds as mentioned above, the Company has no other outstanding convertible securities or options in issue or other similar rights which confer any rights to convert into or subscribe for Shares as at the Latest Practicable Date.
Assuming no new Shares (other than the Rights Shares) are issued and allotted on or before completion of the Rights Shares, the aggregate number of the nil-paid Rights Shares proposed to be provisionally allotted pursuant to the terms of the Rights Issue represents:
(i) approximately 11.20% of the Company's total number of issued shares as at the
Latest Practicable Date; and
(ii) approximately 10.07% of the Company's issued Shares as enlarged by the Rights
Shares.
The Company expects to send the Prospectus Documents to the Qualifying Shareholders on or about 5 October 2015. Subject to the advice of the Company's legal advisers in the relevant jurisdictions and to the extent reasonably practicable, the Company will send copies of the Prospectus to Non-Qualifying Shareholders for their information only but will not send any PALs or EAFs to them.
To qualify for the Rights Issue, a Shareholder must:
(i) be registered as a member of the Company on the Record Date; and
(ii) not be a Non-Qualifying Shareholder.
The last day for dealing in the Shares on a cum-right basis is 15 September 2015. The
Shares will be dealt with on an ex-rights basis from 16 September 2015.
In order to be registered as a member of the Company on the Record Date, purchasers of the Shares or investors in the Shares must lodge any transfers of Shares (together with the relevant share certificate(s)) with the Company's Registrar at Shops
1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong
Kong for registration no later than 4:30 p.m. on the Last Day for Transfer.
Holders of the Convertible Bonds who wish to participate in the Rights Issue should complete the exercise of the conversion rights attaching to the Convertible Bonds in accordance with the terms and conditions thereof and be registered as holders of the Shares issued and allotted to them pursuant to such exercise with the Company on or before the Last Day for Transfer.
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Qualifying Shareholders who take up their pro rata entitlement in full will not suffer any dilution to their interests in the Company. If a Qualifying Shareholder does not take up any of his/her/its entitlement in full under the Rights Issue, his/her/its proportionate shareholding in the Company will be diluted.
The PRC Southbound Trading Investors may participate in the Rights Issue through China Securities Depository and Clearing Corporation Limited ("ChinaClear"). ChinaClear will provide nominee services for the PRC Southbound Trading Investors to (i) sell their nil-paid Rights Shares on the Stock Exchange; and/or (ii) subscribe for their pro rata entitlement in respect of Shares held on the Record Date at the Subscription Price under the Rights Issue in accordance with the relevant laws and regulations. However, ChinaClear will not support applications by such PRC Southbound Trading Investors for excess Rights Shares under the Rights Issue through Southbound Trading Link.
If there are Overseas Shareholders on the Record Date, the Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below.
The Directors will make enquiries, to be based on legal advice provided by legal advisers if the Directors consider necessary, as to whether the issue of Rights Shares to Overseas Shareholders may contravene the applicable securities legislation of the relevant overseas jurisdictions or the requirements of any relevant regulatory body or stock exchange pursuant to Rule 13.36(2)(a) of the Listing Rules. If, after making such enquiries, the Directors are of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the Laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, not to offer Rights Shares to such Overseas Shareholders, no provisional allotment of nil-paid Rights Shares or allotment of fully-paid Rights Shares will be made to such Overseas Shareholders. Accordingly, the Rights Issue will not be extended to the Non-Qualifying Shareholders and no Rights Shares will be provisionally allotted to them.
The Company will send the Prospectus to the Non-Qualifying Shareholders for their information only but will not send PALs or EAFs to them. The Prospectus Documents are not intended to be registered or filed under the applicable securities legislation of any jurisdiction other than (i) Hong Kong; and (ii) the PRC, in accordance with the notice issued by the China Securities and Regulatory Commission of the Provisions on the Recordation of the Placement of Shares to Existing Domestic Shareholders by Hong Kong-Listed Companies under the Southbound Trading Link (Announcement 2014 No.48).
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The basis of exclusion of the Non-Qualifying Shareholders, if any, from the Rights
Issue will be disclosed in the Prospectus.
Arrangements will be made for the Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence on the Stock Exchange and in any event before the last day for dealings in nil-paid Rights Shares, if a premium (net of expenses) can be obtained. The proceeds of each sale, less expenses and stamp duty, of more than HK$100 will be paid to the relevant Non-Qualifying Shareholder(s) (pro rata to their shareholdings on the Record Date) in Hong Kong dollars in form of cheque by ordinary post at their own risk. The Company will retain individual amounts of HK$100 or less for the benefit of the Company. Any unsold entitlement of Non-Qualifying Shareholders, together with any Rights Shares provisionally allotted but not accepted, will be made available to meet excess application on EAFs by the Qualifying Shareholders (other than the PRC Southbound Trading Investors).
The Register of Members will be closed from 18 September 2015 to 24 September
2015 (both days inclusive) for determining the entitlements to the Rights Issue. No transfer of Shares will be registered during this period.
The Subscription Price for the Rights Shares is HK$13.42 per Rights Share, payable in full by a Qualifying Shareholder upon acceptance of the relevant provisional allotment of Rights Shares or, where applicable, upon application for excess Rights Shares under the Rights Issue or when a transferee of nil-paid Rights Shares applies for the relevant Rights Shares.
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The Subscription Price represents:
(i) same as the closing price of HK$13.42 per Share as quoted on the Stock
Exchange on the Last Trading Day;
(ii) a premium of approximately 4.16% to the average of the closing prices per Share as quoted on the Stock Exchange for the five previous consecutive trading days up to and including the Last Trading Day of approximately HK$12.88;
(iii) a premium of approximately 3.63% to the average of the closing prices per Share as quoted on the Stock Exchange for the ten previous consecutive trading days up to and including the Last Trading Day of approximately HK$12.95; and
(iv) same as the theoretical ex-rights price of approximately HK$13.42 per Share based on the closing price of HK$13.42 per Share as quoted on the Stock Exchange on the Last Trading Day.
Each Rights Share has no par value.
The Subscription Price was determined by the Board with reference to the closing price of the Shares as quoted on the Stock Exchange on the Latest Practicable Date and the financial conditions of the Company. Each Qualifying Shareholder is entitled to subscribe for the Rights Shares at the same price in proportion to his/her/its shareholding in the Company held on the Record Date.
After taking into consideration the reasons for the Rights Issue and the use of proceeds, the Directors consider the terms of the Rights Issue, including the Subscription Price (and the discount or premium to the relative values as indicated above), to be fair and reasonable and to be in the interests of the Company and the Shareholders as a whole.
The basis of the provisional allotment shall be 56 Rights Shares for every 500 existing Shares held on the Record Date, being not less than 867,182,273 Rights Shares or not more than 871,315,073 Rights Shares in aggregate, at a price of HK$13.42 per Rights Share by Qualifying Shareholders. Application for all or any part of a Qualifying Shareholder 's provisional allotment should be made by completing the PAL and lodging the same with a remittance for the Rights Shares being applied for.
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The entitlement of Qualifying Shareholders will be rounded down to the nearest whole number. The Company will not provisionally allot and will not accept applications for any fractions of Rights Shares. All fractions of Rights Shares will be aggregated and all nil-paid Rights Shares arising from such aggregation will be sold in the market if a premium (net of expenses) can be obtained, and the Company will retain the proceeds for its own benefit. Any unsold fractions of Rights Shares will be available to meet excess application by the Qualifying Shareholders (other than the PRC Southbound Trading Investors).
Share certificates and refund cheques for Rights Issue
Subject to the fulfilment of the conditions of the Rights Issue, share certificates for all fully-paid Rights Shares are expected to be posted on or before 28 October 2015 to those who have accepted and (where applicable) applied for, and paid for, the Rights Shares by ordinary post at their own risk.
Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be posted on or before 28 October 2015 by ordinary post to the applicants at their own risk.
The Rights Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the existing Shares in issue. Holders of the fully-paid Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid on or after the date of issue and allotment of the Rights Shares in their fully-paid form.
Application for excess Rights Shares
Qualifying Shareholders (other than the PRC Southbound Trading Investors) may apply, by way of excess application, for any unsold entitlements of the Non-Qualifying Shareholders (if any), any unsold Rights Shares created by adding together fractions of the Rights Shares, and any Rights Shares provisionally allotted but not accepted by Qualifying Shareholders or otherwise subscribed for by transferees of nil-paid Rights Shares.
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Applications for excess Rights Shares may be made only by Qualifying Shareholders (other than the PRC Southbound Trading Investors) and only by completing an EAF and lodging the same with a separate remittance for the excess Rights Shares being applied for at any particular branches of Wing Lung Bank, Limited as to be mentioned in the Prospectus by a time which is currently expected to be 4:00 p.m. on
19 October 2015 or such later time as may be agreed between the Company and the
Underwriters.
The Directors will allocate the excess Rights Shares (if any) at their discretion on a fair and equitable basis, according to the principle that any excess Rights Shares will be allocated to Qualifying Shareholders (other than the PRC Southbound Trading Investors) who apply for them on a pro rata basis by reference to the number of excess Rights Shares applied for but no reference will be made to Rights Shares comprised in applications by PAL or the existing number of Shares held by Qualifying Shareholders. If the aggregate number of Rights Shares not taken up by the Qualifying Shareholders under PALs is greater than the aggregate number of excess Rights Shares applied for through EAFs, the Directors will allocate to each Qualifying Shareholder (other than the PRC Southbound Trading Investors)who applies for excess Rights Shares in full application. No preference will be given to topping up odd lots to whole board lots.
Shareholders whose Shares are held by a nominee (or which are held in ) should note that the Board will regard a nominee (including HKSCC Nominees Limited) whose name appears on the Register of Members as a single Shareholder ("Registered Nominee") under the aforesaid arrangement in relation to the allocation of excess Rights Shares. Accordingly, the aforesaid arrangement will not be extended to the beneficial owners individually. Beneficial owners who hold Shares through a Registered Nominee are advised to consider whether they would like to arrange for the registration of their Shares in their own names prior to 4:30 p.m. on the Last Day for Transfer.
Shareholders whose Shares are held by a Registered Nominee and who would like to have their names registered on the Register of Members, must lodge all necessary documents with the Registrar, by 4:30 p.m. on the Last Day for Transfer. The Register of Members will be closed from 18 September 2015 to 24 September 2015 (both days inclusive).
If a Qualifying Shareholder (other than the PRC Southbound Trading Investors) wishes to apply for excess Rights Shares in addition to his/hers/its provisional allotment, he/she/it must complete and sign a EAF and lodge it, together with a separate remittance for the amount payable on application in respect of the excess
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