CONFIRMATION OF FINANCIAL RESOURCES. As at the date of this joint announcement, the Company has 3,474,283,058 Shares in issue. Save for (i) the 2024 Convertible Bonds with an aggregate outstanding principal amount of HK$1,063,000,000 convertible into a maximum of 356,711,409 Shares at the adjusted conversion price of HK$[2.98] per Share (assuming that the “Change of Control” (as defined in the terms and conditions of the 2024 Convertible Bonds) takes place on the date of this joint announcement) and (ii) the 2025 Convertible Bonds with an aggregate outstanding principal amount of HK$775,050,000 convertible into a maximum of 307,559,523 Shares (assuming that the conversion price for the 2025 Convertible Bonds will be reset to the Floor Conversion Price, being HK$2.52 per Share), the Company has no other relevant securities in issue as at the date of this joint announcement. Assuming that all the Convertible Bonds are converted based on the applicable conversion prices set out in the immediately preceding paragraph and that the Share Offer is accepted in full, the maximum cash consideration for the Offers and the Sale and Purchase Agreement will be approximately HK$16,395,280,462. Pursuant to the terms and conditions of the 2025 Convertible Bonds, the conversion price of the 2025 Convertible Bonds may be reset on 26 June 2022. As at the date of this joint announcement, it is uncertain whether the Conversion Price Reset mechanism will be triggered before the Closing Date and if triggered, what the reset price will be, although in the event of a “Change of Control” prior to the Conversion Price Reset on 26 June 2022, the new conversion price shall not be below HK$2.90, subject to other adjustments. Accordingly, for illustrative purpose, the Floor Conversion Price of HK$2.52 is used in calculating the number of Shares the outstanding 2025 Convertible Bonds can be converted into. The Offeror intends to finance the consideration payable by the Offeror under the Offers and the Sale and Purchase Agreement with its internal financial resources. [BofA Securities, the financial adviser to the Offeror in respect of the Offers, is satisfied that sufficient financial resources are available to the Offeror to satisfy the consideration under the Sale and Purchase Agreement and the full acceptance of the Offers.]
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement
CONFIRMATION OF FINANCIAL RESOURCES. As at the date of this joint announcement, the Company has 3,474,283,058 Shares in issue. Save for (i) the 2024 Convertible Bonds with an aggregate outstanding principal amount of HK$1,063,000,000 convertible into a maximum of 356,711,409 Shares at the adjusted conversion price of HK$[2.98] per Share (assuming that the “Change of Control” (as defined in the terms and conditions of the 2024 Convertible Bonds) takes place on the date of this joint announcement) and (ii) the 2025 Convertible Bonds with an aggregate outstanding principal amount of HK$775,050,000 convertible into a maximum of 307,559,523 Shares (assuming that the conversion price for the 2025 Convertible Bonds will be reset to the Floor Conversion Price, being HK$2.52 per Share), the Company has no other relevant securities in issue as at the date of this joint announcement. Assuming that all the Convertible Bonds are converted based on the applicable conversion prices set out in the immediately preceding paragraph and that the Share Offer is accepted in full, the maximum cash consideration for the Offers and the Sale and Purchase Agreement will be approximately HK$16,395,280,462. Pursuant to the terms and conditions of the 2025 Convertible Bonds, the conversion price of the 2025 Convertible Bonds may be reset on 26 June 2022. As at the date of this joint announcement, it is uncertain whether the Conversion Price Reset mechanism will be triggered before the Closing Date and if triggered, what the reset price will be, although in the event of a “Change of Control” prior to the Conversion Price Reset on 26 June 2022, the new conversion price shall not be below HK$2.90, subject to other adjustments. Accordingly, for illustrative purpose, the Floor Conversion Price of HK$2.52 is used in calculating the number of Shares the outstanding 2025 Convertible Bonds can be converted into. The Offeror intends to finance the consideration payable by the Offeror under the Offers and the Sale and Purchase Agreement with its internal financial resources. [BofA Securities, the financial adviser to the Offeror in respect of the Offers, is satisfied that sufficient financial resources are available to the Offeror to satisfy the consideration under the Sale and Purchase Agreement and the full acceptance of the Offers.]] Shareholders, Convertible Bond Holders and/or potential investors of the Company should note that the Offers will only be made if Completion takes place. Completion is conditional upon the fulfilment or, where applicable, waiver of the Conditions. Accordingly, Completion may or may not take place and the Offers may or may not be made. Shareholders, Convertible Bond Holders and/or potential investors of the Company should therefore exercise caution when dealing in the Shares and/or the Convertible Bonds or exercising other rights in respect of any of them. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers. IRREVOCABLE UNDERTAKINGS RRJ Irrevocable Undertaking As at the date of this joint announcement, the RRJ Covenantors are interested in (i) an aggregate of 762,222,000 Shares, representing approximately 21.94% of the issued share capital of the Company, and (ii) 2024 Convertible Bonds in the aggregate outstanding principal amount of HK$589,000,000, representing approximately 55.41% of the total outstanding principal amount of the 2024 Convertible Bonds. On [2] September 2021, the RRJ Covenantors have given the RRJ Irrevocable Undertaking in favour of the Offeror, pursuant to which each of the RRJ Covenantors has irrevocably undertaken to the Offeror to accept, or procure to accept, the Share Offer and the Convertible Bond Offer before 1:00 p.m. on the third business day immediately after the despatch of the Composite Document in respect of all the Shares and the 2024 Convertible Bonds held by it. The RRJ Irrevocable Undertaking will terminate immediately (a) upon the Offers having been withdrawn or lapsed; (b) by the written consent of the RRJ Covenantors and the Offeror; or (c) if this joint announcement is not published within five (5) business days after the date of the RRJ Irrevocable Undertaking, whichever is the earliest.
Appears in 1 contract
Samples: Sale and Purchase Agreement
CONFIRMATION OF FINANCIAL RESOURCES. As at the date of this joint announcement, the Company has 3,474,283,058 Shares in issue. Save for (i) the 2024 Convertible Bonds with an aggregate outstanding principal amount of HK$1,063,000,000 convertible into a maximum of 356,711,409 Shares at the adjusted conversion price of HK$[2.98] per Share (assuming that the “Change of Control” (as defined in the terms and conditions of the 2024 Convertible Bonds) takes place on the date of this joint announcement) and (ii) the 2025 Convertible Bonds with an aggregate outstanding principal amount of HK$775,050,000 convertible into a maximum of 307,559,523 Shares (assuming that the conversion price for the 2025 Convertible Bonds will be reset to the Floor Conversion Price, being HK$2.52 per Share), the Company has no other relevant securities in issue as at the date of this joint announcement. Assuming that all the Convertible Bonds are converted based on the applicable conversion prices set out in the immediately preceding paragraph and that the Share Offer is accepted in full, the maximum cash consideration for the Offers and the Sale and Purchase Agreement will be approximately HK$16,395,280,462. Pursuant to the terms and conditions of the 2025 Convertible Bonds, the conversion price of the 2025 Convertible Bonds may be reset on 26 June 2022. As at the date of this joint announcement, it is uncertain whether the Conversion Price Reset mechanism will be triggered before the Closing Date and if triggered, what the reset price will be, although in the event of a “Change of Control” prior to the Conversion Price Reset on 26 June 2022, the new conversion price shall not be below HK$2.90, subject to other adjustments. Accordingly, for illustrative purpose, the Floor Conversion Price of HK$2.52 is used in calculating the number of Shares the outstanding 2025 Convertible Bonds can be converted into. The Offeror intends to finance the consideration payable by the Offeror under the Offers and the Sale and Purchase Agreement with its internal financial resources. [BofA Securities, the financial adviser to the Offeror in respect of the Offers, is satisfied that sufficient financial resources are available to the Offeror to satisfy the consideration under the Sale and Purchase Agreement and the full acceptance of the Offers.]] Shareholders, Convertible Bond Holders and/or potential investors of the Company should note that the Offers will only be made if Completion takes place. Completion is conditional upon the fulfilment or, where applicable, waiver of the Conditions. Accordingly, Completion may or may not take place and the Offers may or may not be made. Shareholders, Convertible Bond Holders and/or potential investors of the Company should therefore exercise caution when dealing in the Shares and/or the Convertible Bonds or exercising other rights in respect of any of them. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers. IRREVOCABLE UNDERTAKINGS RRJ Irrevocable Undertaking As at the date of this joint announcement, the RRJ Covenantors are interested in (i) an aggregate of 762,222,000 Shares, representing approximately 21.94% of the issued share capital of the Company, and (ii) 2024 Convertible Bonds in the aggregate outstanding principal amount of HK$589,000,000, representing approximately 55.41% of the total outstanding principal amount of the 2024 Convertible Bonds. On 2 September 2021, the RRJ Covenantors have given the RRJ Irrevocable Undertaking in favour of the Offeror, pursuant to which each of the RRJ Covenantors has irrevocably undertaken to the Offeror to accept, or procure to accept, the Share Offer and the Convertible Bond Offer before 1:00 p.m. on the third business day immediately after the despatch of the Composite Document in respect of all the Shares and the 2024 Convertible Bonds held by it. The RRJ Irrevocable Undertaking will terminate immediately (a) upon the Offers having been withdrawn or lapsed; (b) by the written consent of the RRJ Covenantors and the Offeror; or (c) if this joint announcement is not published within five (5) business days after the date of the RRJ Irrevocable Undertaking, whichever is the earliest.
Appears in 1 contract
Samples: Sale and Purchase Agreement
