Nagacorp : Revised Notice of Intention - Proposed Concurrent Conversions of the Tsclk Complex Convertible Bonds and the Nagacity Walk Convertible Bonds and Application for Whitewash Waiver

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.

NAGACORP LTD.

(Incorporated in the Cayman Islands with limited liability)

The Board refers to the Company's announcements dated 13 June 2011, 28 December 2011, 29 December 2015, 17 May 2016, 30 December 2016, 28 March 2017, 18 April 2017 and 12 May 2017, respectively, the 2011 Transaction Circular in relation to the Company's acquisition of the TSCLK Complex Project and the NagaCity Walk Project and the circular dated 9 June 2017 in relation to the proposed conversion of the TSCLK Complex Convertible Bonds and the application for the whitewash waiver (the "Whitewash Circular"). Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as defined in the Whitewash Circular.

As set out in the Whitewash Circular, the Company issued the NagaCity Walk Convertible Bonds to Dr. Chen on 17 May 2016 as consideration for the acquisition of the NagaCity Walk Project, and the Company issued the TSCLK Complex Convertible Bonds to Dr. Chen on 30 December 2016 as consideration for the sale and purchase of TSC Inc., the company holding the TSCLK Complex Project. On 28 March 2017, the Company received a notice from Dr. Chen of his intention to exercise the conversion rights in respect of the TSCLK Complex Convertible Bonds in full in the outstanding aggregate principal amount of US$275,000,000.

After trading hours of the Stock Exchange on Friday, 23 June 2017, the Company received a revised notice from Dr. Chen (the "Revised Notice of Intention") that after careful consideration of the market responses, he (i) had decided to concurrently exercise the conversion rights in respect of both the TSCLK Complex Convertible Bonds in full in the outstanding aggregate principal amount of US$275,000,000 and the NagaCity Walk Convertible Bonds in full in the outstanding aggregate principal amount of US$94,000,000; and (ii) agreed to voluntarily waive his entitlement to the adjusted conversion price under the NagaCity Walk Convertible Bonds as a result of the conversion of the TSCLK Complex Convertible Bonds which would otherwise apply under the relevant bond instruments, such that the conversion price under the NagaCity Walk Convertible Bonds would also be HK$1.5301 (same as the conversion price under the TSCLK Complex Convertible Bonds) instead of a conversion price of HK$0.6582 which would otherwise apply under the relevant bond instruments.

As set out in the Whitewash Circular, the Conversion Price is subject to adjustments in the event of a Capital Restructuring as a result of which the Conversion Price was adjusted to HK$1.5301 per Conversion Share. On the basis of the above adjusted conversion price and the Revised Notice of Intention, and assuming that there is no other change in the nominal value of the issued share capital or shareholding structure of the Company and there is no other Capital Restructuring, the currently proposed concurrent conversions of the TSCLK Complex Convertible Bonds and the NagaCity Walk Convertible Bonds in full will lead to issuance of 1,881,019,166 Shares to Dr. Chen. Please refer to the following table of shareholding structure:

Approximate % of the issued share capital

(Note 1)

Approximate % of the issued share capital

Number of issued Shares

of the Company

Number of issued Shares

of the Company

Dr. Chen and

parties acting in concert

with him Public

Shareholders

Total: (Note 2)

Notes:

1. The total number of issued Shares will be increased by 1,881,019,166 Shares upon the currently proposed concurrent conversions of the TSCLK Complex Convertible Bonds and the NagaCity Walk Convertible Bonds in full and the allotment and issue to Dr. Chen and the parties acting in concert with him of 1,881,019,166 Conversion Shares.

2. As at the date of this announcement, save for Dr. Chen, none of the Directors holds any Shares.

As set out in the Whitewash Circular, if only the TSCLK Complex Convertible Bonds are converted in full, and the NagaCity Walk Convertible Bonds are only converted in full subsequent to the conversion of the TSCLK Complex Convertible Bonds in full, Dr. Chen and the parties acting in concert with him will hold approximately 69.83% of the issued share capital of the Company, which is higher than the expected 65.42% shareholding of Dr. Chen and the parties acting in concert with him under the concurrent conversions of the TSCLK Complex Convertible Bonds and the NagaCity Walk Convertible Bonds in full currently proposed in the Revised Notice of Intention by approximately 4.41 percentage points.

Solely for comparison and reference purposes, the expected changes in shareholding in the previously contemplated scenario of non-concurrent conversion of the NagaCity Walk Convertible Bonds in full subsequent to the conversion of the TSCLK Complex Convertible Bonds in full are set out below, as explained in the Whitewash Circular:

(Note 1) (Note 2)

Number of issued Shares

Approximate % of the issued

share capital of the Company

Number of issued Shares

Approximate % of the issued

share capital of the Company

Number of issued Shares

Approximate % of the issued

share capital of the Company

Dr. Chen and

Total: 2,459,988,875 100.00 3,861,832,427 100.00 4,975,825,614 100.00

Notes:

1. The total number of issued Shares would be increased by 1,401,843,552 Shares upon the previously proposed non-concurrent conversion of the TSCLK Complex Convertible Bonds in full and the allotment and issue to Dr. Chen and the parties acting in concert with him of 1,401,843,552 Conversion Shares.

2. The information was solely for illustrative purposes only in order to reflect the expected shareholding structure of the Company assuming that the NagaCity Walk Convertible Bonds would be converted in full in the previously contemplated non-concurrent conversion of the TSCLK Complex Convertible Bonds as set out in the Whitewash Circular.