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.
The Board announces that as at 4:00 p.m. on 19 October 2015, being the latest time for payment for and acceptance of Rights Shares and the application and payment for the excess Rights Shares, a total of 4,083 valid acceptances in respect of 841,799,146 Rights Shares provisionally allotted under the Rights Issue were received, representing approximately 97.07% of the total number of the Rights Shares available for subscription under the Rights Issue, and a total of 2,322 valid applications for 192,022,946 excess Rights Shares were received, representing approximately 22.14% of the total number of Rights Shares available for subscription under the Rights Issue. In aggregate, a total of 6,405 valid acceptances and applications in respect of 1,033,822,092 Rights Shares, representing approximately 119.21% of the total number of Rights Shares available for subscription under the Rights Issue were received.
The Rights Issue became unconditional at 4:00 p.m. on 22 October 2015.
Based on the above acceptance results, the Rights Issue was over-subscribed by 166,639,819 Rights Shares, representing approximately 19.21% of the total number of 867,182,273 Rights Shares. The obligations of the Underwriters under the Underwriting Agreement in respect of the Rights Shares have been fully discharged.
It is expected that the share certificates for the fully-paid Rights Shares in respect of the valid acceptances of the Rights Shares and the successful applications for excess Rights Shares will be despatched to those relevant Shareholders by ordinary post to their registered addresses on or before 28 October 2015 at their own risks. Refund cheques in respect of the wholly or partially unsuccessful applications for excess Rights Shares will also be despatched, without interest, to the applicants by ordinary post to their registered addresses on or before 28 October 2015 at their own risks. Dealings in the fully-paid Rights Shares are expected to commence at 9:00 a.m. on 29 October 2015.
Reference is made to the prospectus of Fosun International Limited (the 'Company') dated 5 October 2015 (the 'Prospectus'). Unless otherwise stated, capitalized terms used herein shall bear the same meanings as defined in the Prospectus.
RESULTS OF THE RIGHTS ISSUEThe Board announces that as at 4:00 p.m. on 19 October 2015, being the latest time for payment for and acceptance of Rights Shares and the application and payment for the excess Rights Shares, a total of 4,083 valid acceptances in respect of 841,799,146 Rights Shares provisionally allotted under the Rights Issue were received, representing approximately 97.07% of the total number of the Rights Shares available for subscription under the Rights Issue, and a total of 2,322 valid applications for 192,022,946 excess Rights Shares were received, representing approximately 22.14% of the total number of Rights Shares available for subscription under the Rights Issue. In aggregate, a total of 6,405 valid acceptances and applications in respect of 1,033,822,092 Rights Shares, representing approximately 119.21% of the total number of Rights Shares available for subscription under the Rights Issue were received.
The Rights Issue became unconditional at 4:00 p.m. on 22 October 2015.
Based on the above acceptance results, the Rights Issue was over-subscribed by 166,639,819 Rights Shares, representing approximately 19.21% of the total number of 867,182,273 Rights Shares. The obligations of the Underwriters under the Underwriting Agreement in respect of the Rights Shares have been fully discharged.
Regarding the 192,022,946 excess Rights Shares which had been applied for by way of application under the EAFs, the Board has resolved to allot and issue a total of 25,383,127 Rights Shares available for excess application 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 (and no reference has been made to Rights Shares comprised in applications by PAL or the existing number of Shares held by Qualifying Shareholders).
SHAREHOLDING STRUCTURE OF THE COMPANYThe shareholding structure of the Company immediately before and after completion of the Rights Issue will be as follows:
FHL 5,526,271,109 71.37 6,145,213,473 71.37
Directors and their close associates
(other than FHL) 26,674,960 0.34 26,674,960 0.31
CMBI - - - -
Public 2,189,752,802 28.29 2,437,992,711 28.32
Total: 7,742,698,871 100.00 8,609,881,144 100.00
It is expected that the share certificates for the fully-paid Rights Shares in respect of the valid acceptances of the Rights Shares and the successful applications for excess Rights Shares will be despatched to those relevant Shareholders by ordinary post to their registered addresses on or before 28 October 2015 at their own risks.
Refund cheques in respect of the wholly or partially unsuccessful applications for excess Rights Shares will also be despatched, without interest, to the applicants by ordinary post to their registered addresses on or before 28 October 2015 at their own risks.
Dealings in the fully-paid Rights Shares are expected to commence at 9:00 a.m. on 29 October 2015.
Pursuant to the terms of the offering circular relating to the Convertible Bonds dated 19 November 2013 (the 'CB Offering Circular'), as the Subscription Price did not have any discount to the Current Market Price of the Shares (as defined in the CB Offering Circular) ending on the Trading Day immediately preceding the announcement of the proposed Rights Issue (i.e. 10 September 2015), there will not be any adjustment to the conversion price of the Convertible Bonds.
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