Announcements and Notices - COMPLETION OF ISSUE OF HK$4,862,600,000.00 3.08% CONVERTIBLE BONDS DUE 2026 (Debt Stock Code: 40946) UNDER SPECIFIC MANDATE BY CHINA MENGNIU DAIRY COMPANY LIMITED
11/26/2021 | 09:20am EST
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 offer to acquire, purchase or subscribe for securities.
This announcement does not constitute or form a part of any offer to sell or the solicitation of any offer to acquire, purchase or subscribe for any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ''Securities Act''), or the securities laws of any state of the United States or other jurisdiction. Unless they are registered, the securities may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction. The securities are being offered and sold outside the United States in reliance on Regulation S under the Securities Act. No public offering of the securities will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited.
CHINA MENGNIU DAIRY COMPANY LIMITED
中 國 蒙 牛 乳 業 有 限 公 司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2319)
COMPLETION OF ISSUE OF HK$4,862,600,000.00 3.08% CONVERTIBLE BONDS DUE 2026 (Debt Stock Code: 40946)
UNDER SPECIFIC MANDATE
Reference is made to (1) the announcement (the ''Announcement'') of China Mengniu Dairy Company Limited (the ''Company'') dated January 24, 2021 in relation to, among others, the subscription of financial products by Selected Participants under the Relevant Scheme, the proposed Placing under Specific Mandate of up to HK$ equivalent of RMB4,000,000,000 fixed rate 5-year Convertible Bonds and potential connected transactions and (2) the circular (the ''Circular'') of the Company dated September 24,
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2021 in relation to, among others, structure of the relevant scheme, proposed placing under specific mandate of up to HK$ equivalent of RMB4,000,000,000 fixed rate 5-year convertible bonds and connected transactions. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the Announcement and the Circular.
The Board is pleased to announce that all the conditions precedent to the Placing as set out in the Placing Agreement have been satisfied and that the issue of the Bonds has been completed on November 26, 2021. Permission for the listing of, and dealing in, the Bonds on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') is expected to become effective on or around November 29, 2021.
As disclosed in the Announcement and the Circular, on the Reset Date, if the Average Market Price was less than Reference Share Price, the Initial Conversion Price would have been reset downwards to 80% of the Average Market Price of the Shares on the Reset Date, subject to the floor of HK$32.80. As the Average Market Price on the Reset Date was not less than the Reference Share Price, the Initial Conversion Price has not been reset and remains HK$34.73 per Share. In the case of the conversion rights having been exercised in full, a maximum of 140,011,516 new Shares (based on the Initial Conversion Price) will be allotted and issued by the Company.
The Bonds are in an aggregate principal amount of HK$4,862,600,000.00 and have been successfully placed by the Placing Agent to one placee namely Eaglets International Financial Products Limited (雛鷹國際金融產品有限公司), an exempted company incorporated with limited liability pursuant to the laws of the Cayman Islands. To the best of the Directors' knowledge, information and belief as at the date of this announcement, each of the placee and its ultimate beneficial owners is an Independent Third Party of the Company.
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EFFECT ON THE SHARE CAPITAL OF THE COMPANY AS A RESULT OF THE CONVERSION
Assuming there is no change in the share capital of the Company from the date of this announcement up to the conversion of the Bonds in full, set out below are the shareholding structure of the Company (a) as at the date of this announcement and (b) as a result of full conversion of the Convertible Bonds of principal amount of HK$4,862,600,000.00 assuming no adjustment to the Initial Conversion Price of HK$34.73 and full exercise of all outstanding Share Options.
Immediately after full
conversion of the Bonds
at the Initial Conversion
Price and exercise
As at the date of this
of the outstanding
Name of Shareholders
Share Options in full
LISTING OF THE CONVERSION SHARES ON THE STOCK EXCHANGE
Approval for the listing of, and the permission to deal in, the Conversion Shares has been granted by the Stock Exchange.
By order of the board of directors
China Mengniu Dairy Company Limited
Kwok Wai Cheong, Chris
Hong Kong, November 26, 2021
As at the date of this announcement, the board of directors of the Company comprises: Mr. Jeffrey, Minfang Lu and Mr. Meng Fanjie as executive directors; Mr. Chen Lang, Mr. Niu Gensheng and Mr. Simon Dominic Stevens as non-executive directors; and Mr. Jiao Shuge (alias Jiao Zhen), Mr. Julian Juul Wolhardt, Mr. Zhang Xiaoya and Mr. Yau Ka Chi as independent non-executive directors.
China Mengniu Dairy Company Limited published this content on 26 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 November 2021 14:19:03 UTC.
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