SUN HUNG KAI & CO. LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.
（聯合集團有限公司）
(Incorporated in Hong Kong with limited liability)
(Stock Code: 373) ALLIED PROPERTIES (H.K.) LIMITED（聯合地產（香港）有限公司）
(Incorporated in Hong Kong with limited liability)
(Stock Code: 56)(Incorporated in Hong Kong with limited liability)
(Stock Code: 86)
As advised and confirmed by SHK, on 10th December, 2015, SHK Capital, a wholly-owned subsidiary of SHK, entered into (i) the Convertible Note Agreement with CMIH in respect of the subscription of the Convertible Note in an aggregate principal amount of US$100,000,000; and (ii) the Subscription and Shareholders' Agreement with CMI and CMIH, in respect of the exercise of the conversion rights under the Convertible Note Agreement to subscribe for the Conversion Shares and the agreed terms on the rights and obligations of CMIH Shareholders.
As SHK Capital is a wholly-owned subsidiary of SHK, which is an indirect non wholly-owned subsidiary of APL, which in turn is a non wholly-owned subsidiary of AGL, the Transaction entered into by SHK Capital shall be a transaction of each of AGL, APL and SHK under the Listing Rules as the definition of "listed issuer" under the Listing Rules shall include the listed issuer's subsidiaries.
The Transaction constitutes a discloseable transaction of each of AGL, APL and SHK under Chapter 14 of the Listing Rules, as the relevant percentage ratio pursuant to Rule
14.07 of the Listing Rules in respect of the Transaction for each of AGL, APL and SHK exceeds 5% but is below 25%. The Transaction is therefore subject to the reporting and announcement requirements under the Listing Rules.
As advised and confirmed by SHK, on 10th December, 2015, SHK Capital, a wholly-owned subsidiary of SHK, entered into (i) the Convertible Note Agreement with CMIH in respect of the subscription of the Convertible Note in an aggregate principal amount of US$100,000,000; and (ii) the Subscription and Shareholders' Agreement with CMI and CMIH, in respect of the exercise of the conversion rights under the Convertible Note Agreement to subscribe for the Conversion Shares and the agreed terms on the rights and obligations of CMIH Shareholders.
As advised and confirmed by SHK, which has made all reasonable enquiries and based on the confirmations of CMI and CMIH, and to the best knowledge, information and belief of the AGL Directors, APL Directors and SHK Directors, having made all reasonable enquiries, CMI, CMIH and their respective ultimate beneficial owner(s) are all third parties independent of AGL, APL and SHK and their respective connected persons.
As advised and confirmed by SHK, on 10th December, 2015, SHK Capital entered into the Convertible Note Agreement with CMIH pursuant to which CMIH agreed to issue and SHK Capital agreed to subscribe for the Convertible Note at a subscription amount of US$100,000,000, equivalent to the principal amount of the Convertible Note.
Issuer: CMIH
Subscriber: SHK Capital
Principal amount: US$100,000,000
Issue price: 100% of the principal amount
Interest: Nil
Issue date: Subject to the payment of the aggregate principal amount of the Convertible Note by SHK Capital, the Convertible Note shall be issued by CMIH to SHK Capital within eight (8) Business Days after receipt by SHK Capital of a subscription notice, and in any case shall be no later than 31st December, 2015.
Conversion Shares: Assuming full conversion of the Convertible Note at the
Conversion Price, a total of 100,000,000 Conversion Shares will be allotted and issued by CMIH, representing approximately 3.3% to 4.5% of the enlarged issued and paid-up share capital of CMIH upon Conversion.
Conversion Price: US$1.00 per Conversion Share
Conversion pre-requisite: Upon receipt by SHK Capital of written confirmation from
CMIH that (i) the total issued and paid-up share capital of CMIH is at least US$1,790,000,000; (ii) investors, including but not limited to SHK Capital, have subscribed for notes issued by CMIH or otherwise invested in CMIH, such that CMIH meets or exceeds its fundraising target of US$410,000,000 and such amount has been, or will be, applied to the share capital of CMIH and converted to shares (at US$1 per share) on or around the Conversion Date on substantially similar terms as under the Convertible Note Agreement; and (iii) the amended memorandum and articles of association of CMIH are consistent with the terms of the Subscription and Shareholders' Agreement in all respects, the Convertible Note shall be mandatorily converted into the Conversion Shares at the Conversion Price, on such date (i.e. the Conversion Date) no later than the First Round Closing Date or any other date as mutually agreed by CMIH and SHK Capital in writing.
Conversion rights: SHK Capital shall, on the Conversion Date, immediately by
serving CMIH the Conversion Notice convert the Convertible Note into the Conversion Shares. Upon receipt of the Conversion Notice, CMIH shall, within three (3) Business Days allot and issue to SHK Capital the Conversion Shares (credited as fully paid up) to which SHK Capital is entitled by way of Conversion, and such allotment and issue shall be in satisfaction of the corresponding amount of the Convertible Note so converted.
Ranking: The Conversion Shares will, with effect from the Conversion Date, rank for any dividends, rights or other distributions, the record date of which falls on or after the relevant date of Conversion and (subject to the aforesaid) will rank pari passu in all respects with the then existing CMIH Shares.
Repayment date: CMIH shall repay the aggregate principal amount
represented by the Convertible Note, together with interest at the rate of 5% per annum calculated from the payment date of the aggregate principal amount of the Convertible Note to the date of such repayment, within seven (7) Business Days of written demand by SHK Capital, which shall not be earlier than the First Round Closing Date or any other date mutually agreed by SHK Capital and CMIH in writing.
Redemption: CMIH shall not repay the aggregate principal amount represented by the Convertible Note or any parts thereof prior to the Conversion Date or any earlier date mutually agreed by SHK Capital and CMIH in writing.
Events of default: Upon occurrence of certain events of default specified in the
Convertible Note Agreement, SHK Capital may by written notice to CMIH, require the immediate repayment of the aggregate principal amount represented by the Convertible Note without any interest, revenue, profit or benefit whatsoever.
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