Carnival Group International Holdings Limited 嘉 年 華 國 際 控 股 有 限 公 司. (Incorporated in Bermuda with limited liability) (Stock Code: 00996) - PDF

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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

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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 and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. Carnival Group International Holdings Limited 嘉 年 華 國 際 控 股 有 限 公 司 (Incorporated in Bermuda with limited liability) (Stock Code: 00996) PROPOSED ISSUE OF UP TO US$200,000,000 8% SECURED CONVERTIBLE BONDS DUE 2018 (WITH AN OPTION TO ISSUE UP TO AN ADDITIONAL US$100,000,000 8% SECURED CONVERTIBLE BONDS DUE 2018) UNDER GENERAL MANDATE Lead Manager On 3 July 2015 (after trading hours), the Company, as issuer, entered into the Placing Agreement with China Minsheng, as lead manager, pursuant to which the Company has conditionally agreed to issue, and China Minsheng has conditionally agreed to use its best efforts to procure Other Investors to subscribe for the CB in the principal amount of up to US$200,000,000 (or up to US$300,000,000 if the Option is exercised) at the initial Conversion Price of HK$1.39 per Share. As at the date of this announcement, the Company has a total of 14,138,884,046 Shares in issue. Assuming (i) there is no further allotment and issue or repurchase of the Shares; (ii) US$200,000,000 in principal amount of the CB is issued by the Company; and (iii) there is full conversion of the CB at the initial Conversion Price of HK$1.39 per Share based on the agreed exchange rate of US$1 = HK$7.755, the CB will be convertible into 1,115,827,338 Conversion Shares, representing approximately 7.9% of the existing issued share capital of the Company as at the date of this announcement and approximately 7.3% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares. Assuming (i) there is no further allotment and issue or repurchase of the Shares; (ii) the Option is exercised, US$300,000,000 in principal amount of the CB is issued by the Company; and (iii) there is full conversion of the CB at the initial Conversion Price of HK$1.39 per Share based on the agreed exchange rate of US$1 = HK$7.755, the CB will be convertible into 1,673,741,007 Conversion Shares, representing approximately 11.8% of the existing issued share capital of the Company as at the date of this announcement and approximately 10.6% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares. The Conversion Shares will be allotted and issued pursuant to the General Mandate granted to the Directors at the annual general meeting of the Company held on 28 April The allotment and issue of the Conversion Shares is not subject to the approval of the Shareholders. Assuming US$200,000,000 in principal amount of the CB is issued by the Company, the gross proceeds of the CB Issue will amount to US$200,000,000. The net proceeds of the CB Issue, after deducting commission and other related expenses payable by the Company, are estimated to be approximately US$195.7 million. Assuming US$300,000,000 in principal amount of the CB is issued by the Company, the gross proceeds of the CB Issue will amount to US$300,000,000. The net proceeds of the CB Issue, after deducting commission and other related expenses payable by the Company, are estimated to be approximately US$293.7 million. The Company intends to apply the net proceeds for general corporate purposes. No listing of the CB will be sought on the Stock Exchange or any other stock exchange. The Company will apply to the listing committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange. Completion of the CB Issue is subject to fulfillment, and/or waiver, of certain conditions stated in the Placing Agreement. In addition, the Placing Agreement may be terminated upon the occurrence of certain events. Please refer to the section headed The Placing Agreement in this announcement for further information. As the CB Issue may or may not be completed, Shareholders and prospective investors are reminded to exercise caution when dealing in the Shares. 2 The Board is pleased to announce that on 3 July 2015 (after trading hours), the Company entered into the Placing Agreement with China Minsheng in connection with the CB Issue in the principal amount of up to US$200,000,000 (or up to US$300,000,000 if the Option (as defined below) is exercised). Details of the Placing Agreement are set out below. THE PLACING AGREEMENT Date 3 July 2015 (after trading hours) Parties (a) the Company (as issuer); and (b) China Minsheng (as lead manager). To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, China Minsheng and its ultimate beneficial owners are third parties independent of the Company and the connected persons of the Company. The Subscription The Company has conditionally agreed to issue, and China Minsheng has conditionally agreed to use its best efforts to procure Other Investors to subscribe for, the CB in the principal amount of US$30,000,000 on the date of the first Closing. The Company has conditionally agreed to issue, and China Minsheng has conditionally agreed to use its best efforts to procure Other Investors to subscribe for, the CB in the principal amount of US$100,000,000 on the date of the second Closing. China Minsheng shall use its best efforts to procure Other Investors to subscribe for the CB in the principal amount of up to US$70,000,000 and shall have the option (the Option ) to require the Company to issue further additional CB to Other Investors in the principal amount of up to US$100,000,000. Subject to and in accordance with the provisions of the Placing Agreement, China Minsheng may, within 45 days of the date of the Placing Agreement (or such other period as may be agreed between China Minsheng and the Company), by notice in writing (the Issue Notice ) to the Company, require the Company to issue to such Other Investors procured by China Minsheng the CB in the principal amount of up to US$70,000,000 (or up to US$170,000,000 in total if the Option is exercised) on the date of the third Closing. 3 Closing conditions The obligations of the Company and China Minsheng to effect any of the Closings shall be conditional upon: 1) the execution and delivery of the Trust Deed, the Agency Agreement, the Guarantee and the Security Documents by the respective parties thereto on or before the date of the first Closing; 2) on the relevant Closing Date: (a) the representations, warranties, agreements and undertakings of the Company in the Placing Agreement being true, accurate and correct at, and as if made on, the relevant Closing Date; (b) the Company having performed all of its obligations under the Placing Agreement to be performed on or before the relevant Closing Date; and (c) there having been delivered to China Minsheng a closing certificate dated the relevant Closing Date, signed by an authorised signatory of the Company to such effect; 3) on or before the date of the first Closing, there shall have been delivered to China Minsheng, in form and content, satisfactory to China Minsheng, opinions as to Hong Kong law, Bermuda law, BVI law and PRC law, in each case dated the date of the first Closing and addressed to China Minsheng and the Trustee and such other documents, opinions and certificates relating to the issue of the CB and the creation of the Security as China Minsheng may require; 4) after the date of the Placing Agreement up to and at the relevant Closing Date, there shall not have occurred any change (nor any development or event involving a prospective change), which is, in the reasonable opinion of China Minsheng, materially adverse to the condition (financial or other), results of operations or general affairs of the Company or the Group or the condition (financial or other) or general affairs of the Guarantor; 5) on or prior to the relevant Closing Date there shall have been delivered to the order of China Minsheng (a) the relevant closing deliverables as set out in the Placing Agreement and (b) all consents and approvals required in relation to the CB Issue, the giving of the Guarantee, the creation and perfection of the Security and the performance of the obligations of the Company, the Guarantor and the Chargors under the Transaction Documents, the Security Documents and the CB (including any consents and approvals required from all lenders); and 6) the listing committee of the Stock Exchange having granted approval to the listing of, and the permission to deal in, the Conversion Shares. China Minsheng may at any time and upon such terms as it thinks fit waive compliance with any of the above closing conditions (other than the closing condition in paragraph 6 above) by notice in writing to the Company. 4 If the above closing conditions are not either waived or satisfied, as the case may be, by 30 September 2015 or such later date as may be agreed by China Minsheng and the Company, the parties obligations under the Placing Agreement shall automatically terminate and no party shall have any claim against the other for costs, damages, compensation or otherwise save for any claim in respect of antecedent breaches and certain liabilities of the Company under the Placing Agreement. Closings Subject to the satisfaction and/or waiver of the closing conditions set out in the section headed Closing conditions above, multiple Closings of the subscription of the CB will take place as follows: 1. the first Closing of the subscription of the CB in the principal amount of US$30,000,000 by Other Investors will take place on the third (3 rd ) Business Day after, and excluding, the date upon which the closing condition in paragraph 6 set out in the section headed Closing conditions above has been satisfied, or such other date as the parties may agree in writing; 2. the second Closing of the subscription of the CB in the principal amount of US$100,000,000 by Other Investors will take place on such date as may be notified to the Company by China Minsheng which, in any event, shall not be more than 30 days after the date of the Placing Agreement, or such other date as may be agreed between China Minsheng and the Company; and 3. in the event that China Minsheng issues the Issue Notice to the Company within 45 days of the date of the Placing Agreement (or such other period as may be agreed between China Minsheng and the Company) requiring the Company to issue to such Other Investors procured by China Minsheng the CB in the principal amount of up to US$70,000,000 (or up to US$170,000,000 in total if the Option is exercised), Closing of the issue of such CB will take place on the third Business Day after the date of the Issue Notice (or such other date as may be agreed between China Minsheng and the Company). On each Closing Date, China Minsheng shall instruct Other Investors to pay to the Company the relevant issue price in respect of the aggregate principal amount of CB to be subscribed by such Other Investors. 5 Guarantee and Security On the date of the first Closing, Mr. King Pak Fu will enter into the Guarantee to unconditionally and irrevocably guarantee the due and punctual payment of all sums expressed to be payable by the Company under the CB and the Trust Deed. Further, the Chargors will enter into the Composite Share Charge to charge shares of certain subsidiaries of the Company in favour of the Security Trustee for the benefit of itself and the CB Holders as continuing security for the payment or discharge of all moneys, liabilities and obligations at any time due, owing, payable to the Secured Parties or any of them by the Company under or pursuant to the CB, the Transaction Documents and the Security Documents or any of them, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity). Lock up undertaking Pursuant to the Placing Agreement, neither the Company nor any person acting on its behalf will, without the prior written consent of China Minsheng, issue, allot, sell, offer or agree to issue, allot, sell, grant any option for the sale of, or otherwise dispose of, or make any announcement relating thereto, (i) for a period of 180 days from and including the date of the Placing Agreement any Shares or (ii) for the period from the date of the Placing Agreement to the first anniversary of the Placing Agreement (both dates inclusive) any rights, warrants, options or other securities of the Company or any other member of the Group that are convertible, exchangeable or exercisable into the Shares or entitle the holders or beneficiaries thereof to subscribe for, purchase or acquire any Shares, unless the sum of the aggregate nominal value of such Shares issued and the maximum aggregate nominal value of Shares that holders or beneficiaries of such rights, warrants, options or other securities may or are entitled to receive therefrom (as the case may be), in aggregate, do not exceed 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of the Placing Agreement, provided that the above restriction shall not apply to the issue of (a) the CB, (b) the Conversion Shares, (c) options granted under the share option scheme of the Company adopted on 31 May 2013 and Shares falling to be issued upon exercise of such options, (d) Shares falling to be issued upon exercise of the conversion right attaching to the convertible notes issued by the Company on 21 December 2011, and (e) the exchangeable and convertible bonds issued by the Company on 17 June 2015 in the aggregate principal amount of HK$240,740,000 and the Shares falling to be issued upon exercise of the conversion rights attaching to such exchangeable and convertible bonds. 6 Termination China Minsheng may, by notice to the Company, terminate the Placing Agreement prior to the relevant Closing Date in any of the following circumstances: 1) if there shall have come to the notice of China Minsheng any breach of, or any event rendering untrue or incorrect in any respect, any of the representations and warranties contained in the Placing Agreement or any failure to perform any of the Company's undertakings or agreements in the Placing Agreement; 2) if any of the closing conditions set out in the section headed Closing conditions above has not been satisfied or waived by China Minsheng; 3) since the date of the Placing Agreement, there has been, in the opinion of China Minsheng, such a change or any development involving a prospective change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in its view, is likely to prejudice materially the success of the offering and distribution of the CB or dealings in the CB in the secondary market; 4) if, in the opinion of China Minsheng, there shall have occurred any of the following events: (i) a suspension or a material limitation in trading in securities generally on the New York Stock Exchange, the London Stock Exchange plc and/or the Stock Exchange and/or any other stock exchange on which securities of any Group Company are traded; (ii) a general moratorium on commercial banking activities in the United States, the PRC, Hong Kong and/or the United Kingdom declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, the PRC, Hong Kong or the United Kingdom; or (iii) a change or development involving a prospective change in taxation affecting the Company, the Guarantor, the CB or the transfer thereof; or 5) if, in the opinion of China Minsheng, there shall have occurred any event or series of events (including the occurrence of any local, national or international outbreak or escalation of disaster, hostility, insurrection, armed conflict, act of terrorism, act of God or epidemic) as would in its view be likely to prejudice materially the success of the offering and distribution of the CB or dealings in the CB in the secondary market. Upon notice being given by China Minsheng to terminate the Placing Agreement, the parties obligations under the Placing Agreement in respect of the issue of the relevant CB shall terminate and be of no further effect and no party shall be under any liability to any other under the Placing Agreement, save for certain obligations as set out in the Placing Agreement. 7 PRINCIPAL TERMS AND CONDITIONS OF THE CB The principal terms and conditions of the CB are arrived at after arm s length negotiations between the Company and China Minsheng and are summarized as follows. This summary is not complete and is qualified in its entirety by reference to provisions of the documents relating to the CB. Issuer The Company will be the issuer of the CB. Principal amount The aggregate principal amount of the CB is up to US$200,000,000 (or up to US$300,000,000 if the Option is exercised). Issue price The issue price of the CB on the date of the first Closing will be 100% of the principal amount of the CB. The issue price of the CB on the date of the second Closing will be 100% of their principal amount plus an amount equal to the product of the principal amount of CB to be issued on the date of the second Closing, the Rate of Interest (as defined in the terms and conditions of the CB) and the Day Count Fraction (as defined in the terms and conditions of the CB) for the period from and including the date of the first Closing to but excluding the date of the second Closing, rounding the resulting figure to the nearest cent (half a cent being rounded upwards). The issue price of the CB on the date of the third Closing will be 100% of their principal amount plus an amount equal to the product of the principal amount of CB to be issued on the date of the third Closing, the Rate of Interest (as defined in the terms and conditions of the CB) and the Day Count Fraction (as defined in the terms and conditions of the CB) for the period from and including the date of the first Closing to but excluding the date of the third Closing, rounding the resulting figure to the nearest cent (half a cent being rounded upwards). Interest The CB will bear interest from and including the date of the first Closing at the rate of 8% per annum, payable semi-annually in arrears in equal instalments of US$200,000 per authorised denomination. 8 Maturity The CB will mature on the third anniversary of the date of the first Closing, or if such date is not a Business Day, the Business Day immediately following such date. Conversion right and conversion period Each CB Holder has the right to convert the principal amount of the CB into fully-paid Shares to be issued by the Company and listed and traded on the Stock Exchange at the CB Holder s election at any time during the conversion period, which is the period beginning on, and including, the date of the first Closing and ending on, and including, the day which is five (5) Business Days before the maturity date. The conversion period may be extended under certain circumstances as set out in the terms and conditions of the CB. Initial Conversion Price The initial Conversion Price is HK$1.39 per Share, which was determined after arm s length negotiation between the Company and China Minsheng based on prevailing market practice. The initial Conversion Price of HK$1.39 per Share represents: (a
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