Agile Property Holdi : Announcement - Adjustment to Conversion Price of US$500,000,000 4.0 per cent Convertible Bonds Due 2016
05/10/2012| 07:43am US/Eastern
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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.
AGILE PROPERTY HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3383)
ADJUSTMENT TO CONVERSION PRICE OF US$500,000,000 4.0 PER CENT
CONVERTIBLE BONDS DUE 2016
Reference is made to the announcements of Agile Property
Holdings Limited (the "Company" or the "Issuer") dated 7
April 2011, 2 May 2011 and 19 July 2011 (collectively, the
"CB Announcements") and the announcement of the annual
results of the Company for the year ended
31 December 2011 dated 8 March 2012 (the "Results
Announcement"). Unless the context otherwise requires,
capitalized terms and expressions used herein shall have the
same meanings as those used in the CB Announcements.
In accordance with the Terms and Conditions of the Bonds,
following the approval of payment of Dividend (as defined
below) by the Shareholders, the Current Conversion Price (as
defined below) is adjusted from HK$17.839 per Share to
HK$17.416 per Share (with a fixed exchange rate of US$1.00 =
HK$7.774) which shall become effective from 18 May 2012.
Reference is made to the CB Announcements and Results
Announcement. Unless the context otherwise requires,
capitalized terms and expressions used herein shall have the
same meaning as those used in the CB Announcements.
The Terms and Conditions of the Bonds provide, among other
things, that if and whenever the Issuer shall pay or make any
Distribution in cash to the Shareholders, the Conversion
Price shall be adjusted by multiplying the Conversion Price
in force (the "Current Conversion Price") immediately before
such Distribution by the following fraction:
(A - B) / A
where A is the Current Market Price of one Share on the date
on which the Distribution in cash is publicly announced; and
B is the amount of cash so distributed attributable to one
Share.
As announced in the Results Announcement, the Board has
proposed a final dividend of HK23.4 cents per Share for the
year ended 31 December 2011 payable in cash (the "Dividend")
which has been duly approved by the Shareholders in annual
general meeting held on 10 May 2012. Pursuant to the Terms
and Conditions of the Bonds, the Current Conversion Price is
adjusted from HK$17.839 per Share to HK$17.416 per Share (the
"New Conversion Price") (with a fixed exchange rate of
US$1.00 = HK$7.774) which shall become effective from 18 May
2012, being the record date for the determination of the
Dividend entitlement.
1
As at the date of this announcement, there are still
outstanding Bonds with a face amount of US$500,000,000, and
the total number of Shares was 3,449,450,000, and none of the
Bonds has been converted into Shares. Upon the New Conversion
Price become effective, the maximum number of Shares to be
issued by the Company upon full conversion of the Bonds will
be as follows:
Current
Conversion Price
Number of Shares to be issued based on the Current Conversion
Price
New Conversion
Price
Number of Shares to be issued based on the New Conversion
Price
HK$17.839 217,893,380 Shares HK$17.416 223,185,576 Shares
By order of the Board of
Agile Property Holdings Limited
Wai Ching Sum
Deputy General Manager and Company Secretary
Hong Kong, 10 May 2012
As at the date of this announcement, the board of directors
of the Company comprises nine directors of which Chen Zhuo
Lin (Chairman), Chan Cheuk Yin (Vice-Chairperson and Co-
President), Luk Sin Fong, Fion (Vice-Chairperson and
Co-President), Chan Cheuk Hung, Chan Cheuk Hei and Chan Cheuk
Nam are executive Directors and Cheng Hon Kwan, Kwong Che
Keung, Gordon and Cheung Wing Yui are independent
non-executive Directors.
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