Report of Foreign Issuer (6-k)
December 07 2017 - 06:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2017
Commission File Number: 001-31994
Semiconductor Manufacturing International Corporation
(Translation of registrant’s name into English)
18 Zhangjiang Road
Pudong New Area, Shanghai 201203
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒
Form 20-F
☐
Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
☐
Yes
☒
No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Semiconductor Manufacturing International Corporation
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Date: December 06, 2017
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By:
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/s/ Dr. Gao Yonggang
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Name:
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Dr. Gao Yonggang
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Title:
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Executive Director, Chief Financial Officer and Joint Company Secretary
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2
Hong Kong
Exchanges
and
Clearing Limited
and The Stock
Exchange
of
Hong
Kong
Limited
takes
no
responsibility
for
the
contents
of
this
announcement,
makes
no
representation
as to
its
accuracy
or
completeness
and
expressly disclaim
any
liability
whatsoever
for any loss
howsoever arising
from
or in
reliance
u
pon 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 solicitation
of an
offer
to
acquire, purchase
or
subscribe
for
securities
of the
Company
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.
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
Shares 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
Shares
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
*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 981)
COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE
Sole Global Coordinator
J.P. Morgan
Joint Placing Agents
J.P.
Morgan
Deutsche
Bank
Reference is made to the announcement of the Company dated 29 November 2017 (the ‘‘Announcement’’). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.
COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE
The
Company
is
pleased
to
announce
that all the
conditions
set out
in
the
Placing Agreement
have been
fulfilled
and
completion
of the
Placing
took place
on
6
December
2017.
Pursuant
to the
terms and
conditions
of the
Placing Agreement,
the
Company allotted
and
issued
3
241,418,625 Placing Sh
ares, representing approximately
4.92%
of
the issued
share
capital
of
the
Company
as
enlarged
by
the issue
of
the
Placing Shares,
to
not
less than six
independent Placees
at the
price
of
HK$10.65
per
Placing Share.
The
gross proceeds
of
the
Placing
are
app
roximately HK$2.57 billion
and the net
proceeds
of
the Placing (after deduction
of
fees,
commissions
and
expenses)
are
approximately HK$2.55 billion.
To
the best
of
the
Directors’ knowledge, information
and
belief, having
made
all reasonable enquiries,
the
Placees
and their
respective ultimate beneficial owners are independent
of
and
not
connected
with
the
Company
and/or
its
connected
persons.
Notes:
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1.
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Assuming
that
other
than the
Placing Shares,
no
further Share
is
issued
or
repurchased
by
the
Company,
no
issue
of
the
Placed PSCS,
no
issue
of
the
Subscription Securities,
no
Share option
is
exercised,
no
Restricted Share Unit
is
granted
and
no
conversion
into
Shares
of
any
securities,
immediately
before
and
up
to
completion
of
the
Placing.
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4
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2.
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Based on the latest information provided to the Company.
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None
of
the
Placees
has become a
substantial shareholder
of the
Company immediately
after the
completion
of
the
Placing.
POTENTIAL EXERCISE OF PRE-EMPTIVE RIGHTS BY DATANG AND CHINA IC FUND
Reference
is
also made
to
the
Announcement relating
to,
among
other
things, the potential exercise
of
pre-emptive
right and the
potential further subscription
of
perpetual subordinated convertible securities
by
certain shareholders
of
the
Company. Further announcement(s)
will
be
made
by
the
Company
upon the
entering
into
of
any
agreement
as
a
result
of
such
potential
exercise
of
pre-emptive
right
and
further
subscription.
By order of the Board
Semiconductor Manufacturing International Corporation
Gao Yonggang
Executive
Director,
Chief
Financial
Officer
and
Joint
Company
Secretary
Shanghai, 6 December 2017
As at the date of this announcement, the directors of the Company are:
Executive Directors
Zhou Zixue (Chairman)
Zhao HaiJun (Co-Chief Executive Officer)
Liang Mong Song (Co-Chief Executive Officer)
Gao Yonggang (Chief Financial Officer)
Non-executive Directors
Tzu-Yin Chiu (Vice Chairman)
Chen Shanzhi
Zhou Jie
Ren Kai
Lu Jun
Tong Guohua
Independent Non-executive Directors
Lip-Bu Tan
William Tudor Brown
Carmen I-Hua Chang
Shang-yi Chiang Jason
Jingsheng Cong
*
For
identification purposes
only
5
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