HUANENG POWER INTERNATIONAL, INC. 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, nor is it calculated to invite any such offer or invitation. Neither this announcement nor any copy thereof may be taken into or distributed, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia) or in any other jurisdiction in which such publication would be prohibited by applicable law. In particular, this announcement does not constitute and is not an offer to sell or a solicitation of any offer to purchase or subscribe for securities in the United States or elsewhere. The securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Any public offering of securities to be made in the United States will only be made by means of a prospectus that may be obtained from the issuer or selling security holder and that contains detailed information regarding the issuer and management as well as financial information. There is no intention to make a public offering of the securities referred to in this announcement in the United States.
(Stock Code: 902)
Sole Placing Agent
The Board is pleased to announce that on 12 November 2015, the Company and the Sole Placing Agent entered into the Placing Agreement pursuant to which the Company agreed to issue the Placing Shares, and the Sole Placing Agent agreed, as the agent of the Company, to procure Placees on a fully underwritten basis to subscribe for the Placing Shares at the Placing Price and on the terms and subject to the conditions set out in the Placing Agreement. The Placing Shares will be allotted and issued pursuant to the General Mandate and will be allotted to six to ten Placees.
On the assumption that all Placing Shares are fully placed, the aggregate gross proceeds from the Placing are expected to be approximately HK$5,710 million and the aggregate net proceeds (after deduction of the fees, commissions and expenses) from the Placing are expected to be approximately HK$5,687 million. The net proceeds from the Placing are intended to be used for repaying the bank loans and supplementing the working capital of the Company. The 780,000,000 H Shares to be placed under the Placing Agreement represent approximately 19.90% of the existing number of H Shares in issue (being 3,920,383,440 H Shares as at the date of this announcement) and approximately 5.13% of the number of total issued Shares and approximately 16.59% of the number of H Shares as enlarged by the allotment and issue of the Placing Shares. The nominal value of each Placing Share under the Placing will be RMB1.00, and the aggregate nominal value of the Placing Shares under the Placing will be RMB780,000,000.
The Placing Price represents:
a discount of approximately 16.6% to the average closing price of approximately HK$8.78 per H Share as quoted on the Stock Exchange for the last thirty consecutive trading days up to and including 12 November 2015, being the last trading day before the publication of this announcement;
a discount of approximately 10.1% to the average closing price of the H Shares of approximately HK$8.14 per H Share quoted on the Stock Exchange for the last five consecutive trading days up to and including 12 November 2015; and
a discount of approximately 9.5% to the closing price of HK$8.09 per H Share as quoted on the Stock Exchange on 12 November 2015.
The Board is pleased to announce that on 12 November 2015, the Company and the Sole Placing Agent entered into the Placing Agreement. The principal terms of the Placing Agreement are set out below.
12 November 2015
Parties
The Company; and
The Sole Placing Agent.
Placing Shares
780,000,000 new H Shares of RMB1.00 each in the share capital of the Company will be issued by the Company pursuant to the terms and subject to the conditions set out in the Placing Agreement.
The 780,000,000 H Shares to be placed under the Placing Agreement represent approximately 19.90% of the existing number of H Shares in issue (being 3,920,383,440 H Shares as at the date of this announcement), and approximately 5.13% of the number of total issued Shares and approximately 16.59% of the number of H Shares as enlarged by the allotment and issue of the Placing Shares. The nominal value of each Placing Share under the Placing will be RMB1.00, and the aggregate nominal value of the Placing Shares under the Placing will be RMB780,000,000.
The Placing
The Company has agreed to issue the Placing Shares, and the Sole Placing Agent has agreed, as the agent of the Company, to procure Placees on a fully underwritten basis to subscribe for the Placing Shares at the Placing Price and on the terms and subject to the conditions set out in the Placing Agreement.
The Placing Shares will be allotted and issued pursuant to the General Mandate, and will be allotted to six to ten Placees.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Sole Placing Agent and its ultimate beneficial owners are not connected persons of the Company or its connected persons.
The Placees
The Sole Placing Agent will place the Placing Shares at the Placing Price (exclusive of brokerage, the Hong Kong Stock Exchange trading fees and SFC transaction levy as may be payable by the Placees) to no fewer than six but no more than ten Placees who are independent professional, institutional or other investors on the terms and conditions of the Placing Agreement. To the best knowledge, information and belief of the Company, none of the Placees and their beneficial owners is a connected person (as defined in the Listing Rules) of the Company. It is expected that none of the Placees will become a substantial shareholder of the Company immediately after the Completion.
Placing Price
The Placing Price of HK$7.32 per Placing Share represents:
a discount of approximately 16.6% to the average closing price of approximately HK$8.78 per H Share as quoted on the Stock Exchange for the last thirty consecutive trading days up to and including 12 November 2015, being the last trading day before the publication of this announcement;
a discount of approximately 10.1% to the average closing price of the H Shares of approximately HK$8.14 per H Share quoted on the Stock Exchange for the last five consecutive trading days up to and including 12 November 2015; and
a discount of approximately 9.5% to the closing price of HK$8.09 per H Share as quoted on the Stock Exchange on 12 November 2015.
The aggregate net proceeds (after deduction of the fees, commissions and expenses) from the Placing are expected to be approximately HK$5,687 million and the net Placing Price is approximately HK$7.29 per Placing Share.
The Placing Price has been negotiated and arrived at on an arm's length basis and by reference to market conditions. The Directors are of the opinion that the Placing Price is fair and reasonable and is in the best interests of the Company and the Shareholders as a whole.
Ranking of the Placing Shares
The Placing Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the existing H Shares in issue as at the Closing Date, including the right to receive all dividends and other distributions to be declared and made after the Closing Date.
Lock-up
The Company undertakes to the Sole Placing Agent that it will not and will procure that none of its subsidiaries will, issue or agree to allot or issue any H Shares (other than pursuant to the Placing) or other securities or grant or agree to grant any options, convertible bonds or securities, warrants or other rights to subscribe for H Shares or other securities or to repurchase any securities of the Company, for the period commencing from the date of the Placing Agreement and ending 90 days from the Closing Date unless with the prior written consent of the Sole Placing Agent.
|
distributed by
|
