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 a 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. This announcement is not an offer of securities for sale in the PRC, Hong Kong and the United States or elsewhere. The Bonds are not available for general subscription in Hong Kong or elsewhere.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Bonds mentioned herein have not been, and will not be, registered under the Securities Act, and may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. No public offering of the Bonds will be made in the United States.
SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION
中 芯 國 際 集 成 電 路 製 造 有 限 公 司 *
(incor porated in the Ca yman Islan ds with limited liability)
(Stock Code: 981)
COMPLETION OF THE ISSUE OF US$95,000,000 ZERO COUPON CONVERTIBLE BONDS DUE 2018
Sole Global Coordinator
The Company is pleased to announce that completion of the issue of the Further Bonds in the principal amount of US$95,000,000 took place on 24 June 2014.
Reference is made to the announcement of the Company dated 4 June 2014 relating to, among others, the proposed issue of the Further Bonds (the " Announcement''). Unless the context otherwise requires, capitalised terms in this announcement shall have the same meanings as those defined in the Announcement.
* For identification purposes only
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Existing (as at 23 June 2014)
Immediately after the issue of Further Bonds and assuming full conversion of Original Bonds and Original Pre- emptive Bonds but no conversion of Further Bonds (Note 1)
Immediately after the issue of Further Bonds and assuming full conversation of Original Bonds, Original Pre-emptive Bonds and Further Bonds (Note 2)
Shareholder No. of Shares
% of issued share capital of
the Company No. of Shares
% of issued share capital of
the Company No. of Shares
% of issued share capital of the Company
The Company is pleased to announce that completion of the issue of the Further Bonds in the principal amount of US$95,000,000 took place on 24 June 2014. The Company has obtained conditional approval from the Hong Kong Stock Exchange for the listing of, and permission to deal in, the 924,738,230 New Conversion Shares and has also received approval from the Singapore Exchange for the listing and quotation of the Further Bonds. The Further Bonds are expected to be listed on the Singapore Exchange on 25 June 2014. The Further Bonds will be consolidated and, from the date of their issue, form a single series with the Original Bonds and the Original Pre-emptive Bonds. The estimated net proceeds (net of fees, commissions and expenses) from the issue of the Further Bonds will be a pproximately US$94.1 million.
The Further Bonds have been offered and sold to six or more independent placees (who are independent individual, corporate and/or institutional investors).
Assuming full conversion of the Further Bonds at the initial Conversion Price of HK$0.7965 per Share, the Further Bonds will be convertible into 924,738,230 Shares, representing ( i ) approximately 2.65% of the issued share capital of the Company as at 23 June 2014, and ( i i ) approximately 2.59% of the issued share capital of the Company as enlarged by the issue of the N e w Conversion Shares (assuming that there is no change in the issued share capital of the Company as at 23 June 2014, save for the issue of the New Conversion Shares) .
The following table illustrates (i) the e xisting shareholding structure of the Company; (ii) the shareholding structure immediately after the issue of the Further Bonds and full conversion the Original Bonds and the Original Pre -emptive Bonds but before the conversion of any Further Bonds; and (iii) the shareholding structure immediately after full conversion of the Original Bonds, the Original Pre-emptive Bonds and the Further Bonds:
Datang 6,116,138,341 17.56% 6,647,619,470 17.67% 6,647,619,470 17.24% Country Hill 3,605,890,530 10.35% 3,919,328,119 10.42% 3,919,328,119 10.17% Holders of Further Bonds - - - - 924,738,230 2.40% Holders of Original Bonds - - 1,946,817,325 5.17% 1,946,817,325 5.05%
Other Shareholders 25,109,302,342 72.09% 25,109,302,342 66.74% 25,109,302,342 65.14%
Total 34,831,331,213 100.00% 37,623,067,256 100.00% 38,547,805,486 100.00%
1. Assuming that other than the issue of the Furt her Bonds, no Share issuance, no issuance of Further Pre - emptive Securiti es, no Restrict ed Share Units are grant ed, none of the outst anding share options is exercised and no conversion into Shares of any securities other than the Original Bonds and the Original Pre-emptive Bonds. As at 31 May 2014, the Company has
485, 941, 477 out standi ng share options.
2. Assuming that other than the issue of the Furt her Bonds, no Share issuance, no issuance of Further Pre - emptive Securiti es, no Restrict ed Share Units are grant ed, none of the outst anding share options is exercised and no conversion into Shares of any securities other than the Original Bonds, the Original Pre -emptive Bonds and the Further Bonds. As at 31 May 2014, the Company has 485, 941, 477 out standi ng share options.
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Semiconductor Manufacturing International Corporation
By order of the Board
Chief Executive Officer and Executive Director
Shanghai, 2 4 J u n e 2 0 1 4
As at the date of this announcement, the directors of the Company are:
Zhang Wenyi (Chairman)
Tzu-Yin Chiu (Chief Executive Officer) Gao Yonggang (Chief Financial Officer)
Chen Shanzhi (Li Yonghua as his Alternate)
Lawrence Juen-Yee Lau (Datong Chen as his Alternate) Zhou Jie
Independent Non-executive Directors
William Tudor Brown
Sean Maloney Frank Meng Lip-Bu Tan
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