DELONG HOLIDNGS LIMITED (Company Registration Number G) ANNOUNCEMENT

Transcription

1 DELONG HOLIDNGS LIMITED ( Registration Number G) ANNOUNCEMENT PROPOSED ISSUE OF UP TO RMB 1,532,000,000 (RMB DENOMINATED US$ SETTLED) ZERO COUPON CONVERTIBLE BONDS DUE 2012 INTRODUCTION The Directors of Delong Holdings Limited ( ) are pleased to announce that on 21 May 2007 entered into a Subscription Agreement ( Agreement) with Citigroup Global Markets Limited (Citigroup), pursuant to which Citigroup agreed to subscribe and pay for RMB 1,341 million (equivalent to approximately US$175 million) in principal amount of zero coupon convertible bonds due 2012 ( Firm Bonds) to be by. In addition, has granted Citigroup an option to require to issue additional bonds up to a furr aggregate principal amount of RMB 191 million (equivalent to approximately US$25 million) of zero coupon convertible bonds due 2012 ( Optional Bonds and toger with Firm Bonds, Bonds), exercisable on one or more occasions, in whole or in part, at any time up to and including thirthieth day after closing date (i.e. 8 June 2007 or such or date as and Citigroup may agree) ( Closing Date). SUBSCRIPTION AGREEMENT The Bonds will be offered and sold to persons whose ordinary business involves buying, selling or investing in securities, outside United States in reliance upon Regulation S under US Securities Act of 1933, as amended. None of Bonds will be offered to public in Singapore nor will y be placed to any connected persons (as defined in listing rules of Singapore Exchange Securities Trading Limited (SGX-ST) of. Completion of Agreement is conditional upon, among or things: (a) execution and delivery of a trust deed constituting Bonds and a paying and conversion agency agreement by all respective parties, each in a form satisfactory to Citigroup; and (b) SGX-ST having agreed, subject to any conditions satisfactory to Citigroup, to list Bonds and New upon conversion of Bonds (or, in each case, Citigroup being satisfied that such listing will be granted); If any of conditions precedent is not satisfied on or prior to Closing Date, parties shall be released and discharged from ir respective obligations under Agreement in manner set out rein. The Agreement also contains provisions allowing Citigroup to terminate Agreement upon occurrence of certain events (eg. change in national or international monetary, financial, political or

2 2 economic conditions or currency exchange rates or foreign exchange controls, general moratorium on commercial banking activities in Hong Kong, United States, United Kingdom or PRC etc). Subject to foregoing and terms of Subscription Agreement, completion of subscription and issue of Firm Bonds shall take place on Closing Date. PRINCIPAL TERMS OF THE BONDS The principal terms of Bonds, which will be constituted by a trust deed to be entered into between and Citibank, N.A., London Branch ( Trustee) on or about Closing Date ( Trust Deed), are summarised as follows: Issuer Delong Holdings Limited, a company incorporated with limited liability in Singapore, s of which are listed on SGX-ST. Principal Amount The aggregate principal amount of Firm Bonds will be RMB 1,341 million (equivalent to approximately US$175 million). The has granted to Citigroup an option to require to issue Optional Bonds up to a furr aggregate principal amount of RMB 191 million (equivalent to approximately US$25 million) exercisable on one or more occasions, in whole or in part, at any time up to and including thirtieth day after Closing Date. The Bonds will be denominated in RMB100,000 each. Issue Price 100% of principal amount of Bonds. US Dollar Settlement All amounts due under, and all claims arising out of or pursuant to, Bonds and/or Trust Deed from or against shall be payable and settled in US dollars only in accordance with provisions of terms and conditions of Bonds and Trust Deed. Interest Save for default interest at rate set out in Trust Deed, Bonds do not bear any interest. Conversion Period Holder(s) of Bonds from time to time ( Bondholder(s)) will have right to convert ir Bonds into ordinary s in ( ) at any time during period beginning on and including 19 July 2007 (being 41 days after Closing Date), until close of business on 1 June 2012 (being 7 days from Maturity Date of 8 June 2012), unless previously redeemed, exchanged, or purchased and cancelled (excluding Closed Periods (as defined in terms and conditions of Bonds)). Conversion Price The Bonds will be convertible into at an initial conversion price ( Conversion Price) of S$4.455 per Share with a fixed exchange rate of S$1 = RMB5.02, which represents a premium of approximately 35 closing price of at end of morning session on 21 May 2007 of S$3.30.

3 3 The Conversion Price will be subject to adjustments in manner set out in terms and conditions of Bonds. The that will be allotted and by upon conversion of Bonds ( Conversion ) will be and allotted by pursuant to general mandate granted to Directors at annual general meeting held on 19 April Maturity Unless previously redeemed, purchased and cancelled or converted, will redeem each Bond on Maturity Date at an amount equal to US Dollar Equivalent of its RMB principal amount multiplied by %. Redemption at Option of At any time after 8 June 2009 but not less than 7 business days and prior to Maturity Date, may, having given not less than 30 nor more than 60 days' notice to Bondholders, Trustee and principal paying agent, redeem all or some only of Bonds at a redemption price equal to US Dollar Equivalent (as defined below) of ir Early Redemption Amount (as defined hereunder) on redemption date, provided, however, that no such redemption may be made unless closing price of translated into Renminbi at prevailing RMB:S$ exchange rate applicable to relevant Trading Day, for 20 out of 30 consecutive Trading Days upon which notice of such redemption is given, was at least 125% of Early Redemption Amount divided by Conversion Ratio (as defined below). The may redeem all and not some only of Bonds at a redemption price equal to US Dollar Equivalent of ir Early Redemption Amount on redemption date if at any time 10% in aggregate principal amount of Bonds remains outstanding. Conversion Ratio means in relation to a Bond, an amount equal to principal amount of each Bond (translated into S$ at a fixed exchange rate of S$1 = RMB5.02) divided by Conversion Price. The initial Conversion Ratio is 4, per RMB 100,000 principal amount of Bonds. Early Redemption Amount in relation to a Bond means, for each RMB100,000 principal amount of Bonds, amount which represents for Bondholder a gross yield of 3.00% per annum calculated on a semi-annual basis. US Dollar Equivalent means Renminbi payable under Bonds, converted into US dollars using spot rate on day which is 2 business days before due date of such amount. Redemption at Option of Bondholder(s) On third anniversary of Bonds (i.e. 8 June 2010), each Bondholder may, having given not less than 20 nor more than 60 days' notice to, Trustee and principal paying agent, require to redeem all or part of Bonds held by such Bondholder at a redemption price equal to US Dollar Equivalent (as defined above) to % of principal amount of Bonds (denominated in RMB). Listing Application will be made to SGX-ST for permission to deal in and list any Bonds and upon conversion of Bonds on SGX-ST.

4 Ranking and Voting Rights 4 The Bonds will constitute direct, unconditional, unsubordinated and unsecured obligations of which will at all times rank pari passu among mselves and at least pari passu with all or present and future direct, unconditional, unsubordinated and unsecured obligations of, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. Before conversion of Bonds, holders of Bonds do not have any voting right over. Each Share upon conversion of Bonds will rank pari passu, and be entitled to same voting right attached to, n in issue at time of conversion. EFFECT ON THE SHARE CAPITAL OF THE COMPANY AS A RESULT OF CONVERSION Assuming full conversion of Firm Bonds at initial Conversion Price of S$4.455 per Share with a fixed exchange rate of S$1 = RMB5.02, Firm Bonds will be convertible into 59,962,171 (subject to adjustment), representing approximately % of as at date of this announcement and approximately % of enlarged. If Option is exercised in full and assuming full conversion of Optional Bonds, an additional 8,540,473 will be. The following table summarises effects on holding structure of as a result of issue of Bonds: Assuming that only Firm Bonds are Name of Shareholders Existing (as at date of this announcement) capital of S$4.455 S$4.455 and outstanding warrants are exercised Best Decade Holdings Limited 412,375, % 412,375, % 412,375, % Public 122,336, % 182,298, % 183,162,169 (1) 30.76% Total 534,711, % 594,673, % 595,537, %

5 5 Bonds and all Optional Bonds are Name of Shareholders Existing (as at date of this announcement) capital of Bonds and Optional S$4.455 Bonds and Optional S$4.455 and outstanding warrants are exercised Best Decade Holdings Limited 412,375, % 412,375, % 412,375, % Public 122,336, % 190,839, % 191,702,642 (1) 31.73% Total 534,711, % 603,214, % 604,077, % (1) include 863,248 represented by warrants USE OF PROCEEDS FROM THE BODNS The net proceeds from issue of Bonds will be applied by for core business expansion and for funding possible strategic investments, joint ventures, acquisitions and/or for our general corporate and working capital purposes. None of bondholders will be a director or a substantial holder of, or any or person in categories set out in Rule 812(1) of SGX s Listing Manual. Application will be made to SGX-ST for permission to deal in and list any Bonds and upon conversion of Bonds on SGX-ST. The will make necessary announcements once approval for listing and quotation of Bonds and to be upon conversion of Bonds has been obtained. BY ORDER OF THE BOARD YEO LEE LUANG COMPANY SECRETARY 22 May 2007