XINYI GLASS HOLDINGS LTD. 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.
This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.
信義光能控股有限公司
(Incorporated in the
Cayman Islands with limited liability)
(Stock code: 00968) Xinyi Glass Holdings Limited信義玻璃控股有限公司
(Incorporated in the
Cayman Islands with limited liability)
(Stock code: 00868)On 27 October 2015 before trading hours, the Vendor, Xinyi Glass, Xinyi Solar and the Sole Placing Agent entered into the Placing and Subscription Agreement, pursuant to which (i) the Vendor has agreed to appoint the Sole Placing Agent and Sole Placing Agent has agreed to act as sole agent for the Vendor to procure purchasers to purchase on a best commercial efforts basis a maximum number of 168,800,000 Placing Shares at the Placing Price of HK$3.22 per Placing Share; and
(ii) the Vendor has agreed to subscribe for up to 168,800,000 new Xinyi Solar Shares at the Top-up Subscription Price following completion of the Placing. The Top-up Subscription Price is equal to the Placing Price.
The maximum number of 168,800,000 Placing Shares represent (i) 2.6% of the existing number of Xinyi Solar Shares in issue as of the date of this joint announcement and (ii) 2.5% of the enlarged number of Xinyi Solar Shares in issue as enlarged by the issue of 168,800,000 Top-up Subscription Shares. The maximum number of 168,800,000 Top-up Subscription Shares represent (i) 2.6% of the existing number of Xinyi Solar Shares in issue as of the date of this joint announcement and (ii) 2.5% of the enlarged number of Xinyi Solar Shares in issue as enlarged by the issue of 168,800,000 Top-up Subscription Shares.
The Placing is unconditional, and completion of which is expected to be on or before 29 October 2015, being the second Business Day following the date of the Placing and Subscription Agreement or such other date as the Vendor and the Sole Placing Agent may agree in writing.
Completion of the Top-up Subscription is conditional upon (a) completion of the Placing having occurred pursuant to the Placing and Subscription Agreement and
(b) the Stock Exchange granting the listing of and permission to deal in the Top-up Subscription Shares (and such listing and permission not subsequently revoked prior to the delivery of the definitive share certificate(s) representing the Top-up Subscription Shares).
The gross proceeds and net proceeds from the Top-up Subscription will be HK$543.5 million and HK$537.0 million, respectively, which are intended to be used as capital expenditure of solar farm projects and solar glass production capacity expansion and general working capital of Xinyi Solar Group.
The maximum number of 168,800,000 Top-up Subscription Shares will be issued under the Xinyi Solar General Mandate. An application will be made by Xinyi Solar to the Stock Exchange for the listing of, and permission to deal in the Top-up Subscription Shares on the Stock Exchange.
Xinyi Solar
As the Top-up Subscription Shares will be issued by Xinyi Solar pursuant to the Xinyi Solar General Mandate, no additional approval from Xinyi Solar Shareholders will be required for the Placing and the Top-up Subscription.
Xinyi Glass
Pursuant to the Placing and Subscription Agreement, the Vendor will dispose of a maximum of 168,800,000 Xinyi Solar Shares, its shareholding percentage in Xinyi Solar will be reduced from 27.0% to 24.4% immediately upon completion of the Placing. Pursuant to the Placing and Subscription Agreement, the Vendor will subscribe for a maximum of 168,800,000 new Xinyi Solar Shares and following completion of which, its shareholding percentage will be increased from 24.4% to 26.4%.
On the basis that (i) the applicable percentage ratios (as defined under the Listing Rules) in respect of each of the Placing and the Top-up Subscription exceed 5% and are below 25% and (ii) the transactions contemplated under the Placing and the Top-up Subscription, when aggregate with the Previous Placing and the Previous Top-up Subscription, respectively, would not result in a higher transaction classification under Chapter 14 of the Listing Rules, each of the Placing and the Top-up Subscription constitutes a discloseable transaction for Xinyi Glass under the Listing Rules which is subject to the reporting and announcement requirements but exempt from the shareholders' approval requirement under the Listing Rules.
27 October 2015 (before trading hours)
the Vendor as the vendor and the subscriber
Xinyi Glass as the guarantor for the Vendor
Xinyi Solar as the issuer
Citigroup Global Markets Limited as the Sole Placing Agent
To the best of the knowledge, information and belief of each of the directors of Xinyi Glass and Xinyi Solar having made all reasonable enquiries, the Sole Placing Agent and its ultimate beneficial owners are third parties independent of Xinyi Glass, Xinyi Solar and their respective connected persons.
The Placing SharesThe maximum number of 168,800,000 Placing Shares represent (i) 2.6% of the existing number of Xinyi Solar Shares in issue as of the date of this joint announcement and (ii) 2.5% of the enlarged number of Xinyi Solar Shares in issue as enlarged by the issue of 168,800,000 Top-up Subscription Shares.
The Placing Shares will be placed to at least six placees who will be selected professional, institutional and other professional investors, who and whose ultimate beneficial owners shall not be any connected persons of Xinyi Solar or Xinyi Glass.
The Placing Price of HK$3.22 per Placing Share represents:
a discount of 8.8% to the closing price of HK$3.53 per Share as quoted on the Stock Exchange on the Last Trading Day;
a discount of 6.1% to the average closing price of HK$3.43 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day; and
equals to the Top-up Subscription Price.
The Placing Price of HK$3.22 per Placing Share was determined on arm's length basis among Xinyi Solar, the Vendor and the Sole Placing Agent based on current market conditions and the prevailing market price of the Xinyi Solar Shares.
The Placing Shares are sold free from any pledge, lien, charge, mortgage, security interest, adverse claim, option, warrant, pre-emptive right, or other encumbrance or third party right whatsoever and rank pari passu in all respects with existing Xinyi Solar Shares and together with all rights attaching thereto as of the date of this joint announcement.
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