SHANGHAI, Nov. 28, 2017 /PRNewswire/ -- Semiconductor Manufacturing International
Corporation (NYSE: SMI; SEHK: 981) ("SMIC," the "Company," or
"our"), one of the leading semiconductor foundries in the world,
announces
(1) PLACING OF NEW SHARES UNDER GENERAL MANDATE
(2) PROPOSED ISSUE OF US$65
MILLION PERPETUAL SUBORDINATED CONVERTIBLE SECURITIES
(3) PRE-EMPTIVE RIGHT OF DATANG
(4 PRE-EMPTIVE RIGHT OF CHINA
IC FUND AND
(5) PRE-EMPTIVE RIGHT OF COUNTRY HILL
PLACING OF NEW SHARES UNDER GENERAL MANDATE
The Board is pleased to announce that on 29 November 2017, the Company entered into the
Placing Agreement with the Joint Placing Agents whereby the
Company conditionally agreed to place, through the
Placing Agents, 241,418,625 Placing Shares to not less than six
independent Placees at a price of HK$10.65 per Placing Share. The Placing Shares
will be allotted and issued pursuant to the General Mandate and
will rank pari passu in all respects with the Shares. The
issue of the Placing Shares is not subject to the approval of the
Shareholders.
Assuming 241,418,625 Placing Shares are successfully placed, the
Placing Shares represent (i) approximately 5.17% of the existing
issued share capital of the Company as at the date of this
announcement; and (ii) approximately 4.92% of the issued
share capital of the Company as enlarged by the
issue of the Placing Shares (assuming that there will be no change
in the issued share capital of the Company between the date of this
announcement and completion of the Placing save for the issue
of such Placing Shares).
The Placing Price represents (i) a discount of approximately
4.91% to the Closing Price of HK$11.20 per Share as quoted on the Stock
Exchange on 28 November 2017, being
the last full Trading Day immediately before the execution of the
Placing Agreement; (ii) a discount of approximately 9.59% to the
average Closing Prices of approximately HK$11.78 per
Share as quoted on the Stock Exchange for the last five consecutive
Trading Days up to and including 28 November
2017; and (iii) a discount of approximately 8.74% to the
average Closing Prices of approximately HK$11.67 per Share as quoted on the Stock
Exchange for the last ten consecutive Trading Days up to and
including 28 November 2017.
The gross proceeds of the Placing will be approximately
HK$2.57 billion and the net
proceeds of the Placing (after deduction of fees, commissions and
expenses) will amount to approximately HK$2.55 billion. The net proceeds raised upon
completion of the Placing will be approximately HK$10.56 per Placing Share. The aggregate nominal
value of the Placing Shares will be HK$7,535,544.
An application will be made to the Stock Exchange for the
listing of, and permission to deal in, the Placing Shares.
Completion of the Placing is subject to the satisfaction or
waiver of the conditions precedent in the Placing Agreement. Please
refer to the section headed ''The Placing Agreement'' below for
further information.
PROPOSED ISSUE OF US$65 MILLION
PERPETUAL SUBORDINATED CONVERTIBLE SECURITIES
On 29 November 2017, the Company
and the Joint Managers entered into the Placed PSCS Subscription
Agreement, pursuant to which each of the Joint Managers has agreed
to subscribe and pay for, or to procure subscribers to subscribe
and pay for the Placed PSCS to be issued by the Company in an
aggregate principal amount of US$65
million.
Based on the initial Conversion Price of HK$12.78 and assuming full conversion of the
Placed PSCS at the initial Conversion Price, the Placed PSCS will
be convertible into approximately 39,688,654 Placed Conversion
Shares, representing (i) approximately 0.85% of the issued share
capital of the Company on the Last Trading
Day (ii) approximately 0.81% of the issued share capital
of the Company as enlarged by the Placing Shares (assuming
that there is no change in the issued share capital of the Company,
save for the issue of the Placing Shares); and (iii) approximately
0.80% of the issued share capital of the Company as enlarged by the
Placing Shares and assuming the full conversion of the Placed PSCS
at the initial Conversion Price (assuming that there is no change
in the issued share capital of the Company, save for the issue of
the Placing Shares and Placed Conversion Shares).
The Placed Conversion Shares will be allotted and issued
pursuant to the General Mandate and will rank pari passu in
all respects with the Shares then in issue on the relevant
conversion date. The issue of the Placed PSCS is not subject to the
approval of the Shareholders.
An application will be made to the Stock Exchange for the
listing of, and permission to deal in, the Placed Conversion
Shares. An application will be made to the Singapore Exchange
for the listing and quotation of the Placed PSCS.
Completion of the Placed PSCS Subscription Agreement is
subject to the satisfaction or waiver of the
conditions precedent in the Placed PSCS Subscription
Agreement. In addition, the Placed PSCS Subscription
Agreement may be terminated in certain circumstances.
Please refer to the section headed ''The Placed PSCS
Subscription Agreement'' below for further information.
PRE-EMPTIVE RIGHT OF DATANG
Reference is made to the Company's announcement dated
10 November 2008 in relation to the
Datang Purchase Agreement.
Pursuant to the Datang Purchase Agreement, in case of any issue
of new Shares or securities convertible into Shares, subject to
certain exceptions, Datang has a pre-emptive right to subscribe for
(i) a pro rata portion of such new securities being issued
equivalent to the percentage of the issued share capital of the
Company then owned by Datang immediately prior to the issue of such
securities; or (ii) should such issue of new Shares or securities
convertible into Shares result in a single investor or investor
group acting in concert beneficially owning more Shares than Datang
and its wholly-owned subsidiary, one Share more than the number of
Shares proposed to be beneficially owned by such prospective
largest shareholder of the Company. Datang's pre-emptive right is
applicable to the issue of the Placing Shares and the Placed PSCS,
the China IC Fund Pre-emptive Subscription, the China IC Fund
Further Subscription and any Country Hill Pre-emptive Subscription.
Pursuant to the Datang Purchase Agreement and the Listing Rules,
completion of any such issue of the Datang Subscription Securities
to, and subscription of the Datang Subscription Securities by,
Datang upon exercise of its pre-emptive right will be further
subject to the receipt of any required regulatory approvals and the
approval of the independent Shareholders.
Any exercise by Datang of its pre-emptive right to subscribe for
the Datang Pre-emptive Securities in connection with the issue of
the Placing Shares and the Placed PSCS, the China IC Fund
Pre-emptive Subscription and any Country Hill Pre-emptive
Subscription will be at a price equivalent to the Placing
Price (in the case of the Datang Pre-emptive Shares) and/or the
issue price of the Placed PSCS (in the case of the Datang
Pre-emptive PSCS).
The Company has notified Datang in accordance with the terms of
the Datang Purchase Agreement in respect of the issue of the
Placing Shares and the Placed PSCS, the China IC Fund Pre-emptive
Subscription, the China IC Fund Further Subscription and the
Country Hill Pre-emptive Subscription. Pursuant to the Datang
Purchase Agreement, Datang is deemed to have elected not to
exercise its pre-emptive right if it does not respond to the
notice within ten (10) business days following the date of the
notice.
As at the date of this announcement, the Company has been
informed by Datang in a non-legally binding letter of intent that
it intends to exercise its pre-emptive right in relation
to the issue of the Placing Shares and the Placed PSCS, the
China IC Fund Pre-emptive Subscription, the China IC Fund Further
Subscription and any Country Hill Pre-emptive Subscription, up to
the amount it is entitled to under the Datang Purchase Agreement
based on terms and conditions that are substantially the same as
the Placing and the issue of the Placed PSCS. The Company will make
such further announcement as is necessary under the Listing Rules
in relation thereto.
Datang has also indicated to the Company that it intends to
subscribe for the Datang Further PSCS, in addition
to the Datang Pre-emptive PSCS, based on terms and conditions that
are substantially the same as the issue of the Placed PSCS, for
a principal amount (for the Datang Further PSCS only) of
approximately US$100 million (subject
to adjustment).
The Company will make such further announcement as is
necessary under the Listing Rules in relation thereto.
PRE-EMPTIVE RIGHT OF CHINA IC
FUND
Reference is made to the Company's announcement dated
12 February 2015 in relation to the
China IC Fund Purchase Agreement.
Pursuant to the China IC Fund Purchase Agreement, in case of any
issue of new Shares or securities convertible into Shares, subject
to certain exceptions, China IC Fund has a pre-emptive right to
subscribe for a pro rata portion of such new securities being
issued equivalent to the percentage of the issued share
capital of the Company then owned by China IC Fund
immediately prior to the issue of such securities. China IC Fund's
pre-emptive right is applicable to the issue of the Placing Shares
and the Placed PSCS, the Datang Pre-emptive Subscription, the
Datang Further Subscription and any Country Hill Pre-emptive
Subscription. Pursuant to the China IC Fund Purchase Agreement and
the Listing Rules, completion of any such issue of the China
IC Fund Subscription Securities to, and subscription of the China
IC Fund Subscription Securities by, China IC Fund upon exercise of
its pre-emptive right will be further subject to the receipt of any
required regulatory approvals and the approval of the independent
Shareholders.
Any exercise by China IC Fund of its pre-emptive right to
subscribe for the China IC Fund Pre-emptive Securities in
connection with the issue of the Placing Shares and the Placed
PSCS, the Datang Pre-emptive Subscription and any Country Hill
Pre-emptive Subscription will be at a price equivalent to the
Placing Price (in the case of the China IC Fund Pre- emptive
Shares) and/or the issue price of the Placed PSCS (in the case of
the China IC Fund Pre-emptive PSCS).
The Company has notified China IC Fund in accordance with
the terms of the China IC Fund Purchase Agreement in respect of the
issue of the Placing Shares and the Placed PSCS, the Datang
Pre-emptive Subscription, the
Datang Further Subscription and the Country
Hill Pre-emptive Subscription. Pursuant to the China IC Fund
Purchase Agreement, China IC Fund is deemed to have elected not to
exercise its pre-emptive right if it does not respond to the notice
within ten (10) business days following the date of the notice.
As at the date of this announcement, the Company has been
informed by China IC Fund in a non-legally binding letter of
intent that it intends to exercise its pre-emptive right in
relation to the issue of the Placing Shares and the Placed PSCS,
the Datang Pre-emptive Subscription, the Datang Further
Subscription and any Country Hill Pre-emptive Subscription, up to
the amount it is entitled to under the China IC
Fund Purchase Agreement based on terms and conditions
that are substantially the same as the Placing and the issue of the
Placed PSCS.
China IC Fund has also indicated to the Company that it intends
to subscribe for the China IC Fund Further PSCS, in addition
to the China IC Fund Pre-emptive PSCS, based on
terms and conditions that are substantially the same as the issue
of the Placed PSCS, for an aggregate principal amount (for the
China IC Fund Further PSCS and China IC Fund Pre- emptive PSCS)
amounting up to an aggregate of approximately US$300 million.
The Company will make such further announcement as is necessary
under the Listing Rules in relation thereto.
PRE-EMPTIVE RIGHT OF COUNTRY HILL
Reference is made to the Company's announcement dated
18 April 2011 in relation to the
Country Hill Subscription Agreement.
Pursuant to the Country Hill Subscription Agreement, in case of
any issue of new Shares or securities convertible into Shares,
subject to certain exceptions, Country Hill has a preemptive right
to subscribe for a pro rata portion of such new securities being
issued equivalent to the percentage of the issued share capital of
the Company then owned by Country Hill immediately prior to the
issue of such securities. Country Hill's pre-emptive right is
applicable to the issue of the Placing Shares and the Placed PSCS,
the Datang Pre- emptive Subscription, the Datang Further
Subscription, the China IC Fund Pre-emptive Subscription and the
China IC Fund Further Subscription. Pursuant to the Country Hill
Subscription Agreement, completion of any such issue of the Country
Hill Pre-emptive Securities to, and subscription of the Country
Hill Pre-emptive Securities by, Country Hill upon exercise of its
pre-emptive right will be further subject to the receipt of any
required regulatory approvals.
Any exercise by Country Hill of its pre-emptive right to
subscribe for the Country Hill Pre-emptive Securities in connection
with the issue of the Placing Shares and the Placed PSCS, the
Datang Pre-emptive Subscription and the China IC Fund Pre-emptive
Subscription will be at a price equivalent to the Placing
Price (in the case of the Country Hill Pre-emptive Shares) and/or
the issue price of the Placed PSCS (in the case of the Country Hill
Pre- emptive PSCS).
The Company has notified Country Hill in accordance with the
terms of the Country Hill Subscription Agreement in respect of the
issue of the Placing Shares and the Placed PSCS, the Datang
Pre-emptive Subscription, the Datang Further Subscription, the
China IC Fund Pre-emptive Subscription and the China IC Fund
Further Subscription. Pursuant to the Country Hill Subscription
Agreement, Country Hill is deemed to have elected not to exercise
its pre-emptive right with respect to the Country Hill Pre-emptive
Securities if it does not respond to the notice within ten
(10) business days following the date of the notice.
As at the date of this announcement, the Company has not been
notified by Country Hill whether it intends to exercise its
pre-emptive right in relation to the issue of the Placing Shares
and the Placed PSCS, the Datang Pre-emptive Subscription, the
Datang Further Subscription, the China IC Fund Pre-emptive
Subscription and the China IC Fund Further Subscription. The
Company will make such further announcement as is necessary under
the Listing Rules in relation thereto.
SHAREHOLDER LOCK-UP UNDERTAKINGS BY DATANG HK AND XINXIN HK
Reference is made to the information of the
Shareholder lock-up undertakings by Datang HK and Xinxin HK as
set out in the Company's announcement dated 28 November 2017 in relation to, among other
things, the potential exercise of pre-emptive rights by Datang and
China IC Fund.
Each of Datang HK and Xinxin HK has given a lock-up undertaking
in relation to the Shares held by it directly (or through nominees)
for a period of 90 days to facilitate an orderly marketing,
distribution and trading of the Placing Shares and the Placed
PSCS.
Each of Datang HK and Xinxin HK has also given a lock-up
undertaking in relation to the Shares to be issued to it (or its
nominees) upon exercise of pre-emptive right by each of Datang (in
the case of Datang HK) and China IC Fund (in the case of Xinxin HK)
in connection with the Placing for a period of 90 days in order to
further facilitate an orderly marketing, distribution and trading
of the Placing Shares.
USE OF PROCEEDS
The gross proceeds from the issue of the Placing Shares and the
Placed PSCS will be approximately US$394
million.
The net proceeds (net of fees, commissions and expenses) from
the issue of the Placing Shares and the Placed PSCS will be
approximately US$391 million.
It is estimated that, assuming Datang and China IC Fund each
exercise their respective preemptive right, in accordance with
their respective letters of intent, the net proceeds (net of
fees, commissions and expenses) from the issue of the Placing
Shares, the Placed PSCS, the Datang Subscription Securities and the
China IC Fund Subscription Securities would be approximately
US$969 million.
The Company intends to use the net proceeds (net of fees,
commissions and expenses) from the issue of the Placing Shares, the
Placed PSCS, the Datang Subscription Securities and the China IC
Fund Subscription Securities for the Company's capital expenditure
for capacity expansion and other general corporate purposes.
LISTING RULES IMPLICATIONS
As each of Datang and China IC Fund is a
substantial shareholder of the Company and thus a connected person
of the Company, the Datang Pre-emptive Subscription, the China
IC Fund Pre-emptive Subscription, the Datang Further
Subscription or the China IC Fund Further Subscription (including
any issue of Shares on conversion of the Datang Pre-emptive PSCS,
the China IC Fund Pre-emptive PSCS, the Datang Further PSCS and
the China IC Fund Further PSCS) will constitute a connected
transaction of the Company and will be subject to independent
Shareholders' approval under the Listing Rules. As at the date
of this announcement, the Company has been informed by each of
Datang and China IC Fund in a non-legally binding letter of
intent that it intends to fully exercise its pre-emptive right it
is entitled to under the Datang Purchase Agreement (in the
case of Datang) or the China IC Fund Purchase Agreement (in
the case of China IC Fund) and to subscribe for the Datang
Subscription Securities and the China IC Fund Subscription
Securities respectively, based on terms and conditions that
are substantially the same as the issue of the
Placing Shares and/or the Placed PSCS. The Company will make such
further announcement as is necessary if any agreement(s) is/are
entered into by the Company with Datang or China IC Fund regarding
the above matters.
Shareholders and potential investors should note that the
completion of the Placing and the completion of the issue of the
Placed PSCS are subject to the fulfilment of the conditions under
the Placing Agreement and the Placed PSCS Subscription Agreement,
respectively. As the Placing, the issue of the Placed PSCS, the
Datang Pre-emptive Subscription, the China IC Fund Pre-emptive
Subscription, the Datang Further Subscription, the China IC Fund
Further Subscription and the Country Hill Pre-emptive Subscription
may or may not proceed, Shareholders and potential investors are
reminded to exercise caution when dealing in the Shares.
For the rest of this announcement please see the full
announcement:
http://www.smics.com/eng/investors/ir_filings.php
About SMIC
Semiconductor Manufacturing International Corporation ("SMIC";
NYSE: SMI; SEHK: 981) is one of the leading semiconductor foundries
in the world and the largest and most advanced foundry in mainland
China. SMIC provides integrated
circuit (IC) foundry and technology services on process nodes from
0.35 micron to 28 nanometer. Headquartered in Shanghai, China, SMIC has an international
manufacturing and service base. In China, SMIC has a 300mm wafer fabrication
facility (fab) and a 200mm fab in Shanghai; a 300mm fab and a majority-owned
300mm fab for advanced nodes in Beijing; 200mm fabs in Tianjin and Shenzhen; and a majority-owned joint-venture
300mm bumping facility in Jiangyin; additionally, in Italy SMIC has a majority-owned 200mm fab.
SMIC also has marketing and customer service offices in the U.S.,
Europe, Japan, and Taiwan, and a representative office in
Hong Kong.
For more information, please visit www.smics.com.
Safe Harbor Statements
(Under the Private Securities Litigation Reform Act of 1995)
This document contains, in addition to historical information,
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the U.S. Private Securities Litigation Reform
Act of 1995. These forward-looking statements are based on SMIC's
current assumptions, expectations and projections about future
events. SMIC uses words like "believe," "anticipate," "intend,"
"estimate," "expect," "project," "target," and similar expressions
to identify forward looking statements, although not all
forward-looking statements contain these words. These
forward-looking statements are necessarily estimates reflecting the
best judgment of SMIC's senior management and involve significant
risks, both known and unknown, uncertainties and other factors that
may cause SMIC's actual performance, financial condition or results
of operations to be materially different from those suggested by
the forward-looking statements including, among others, risks
associated with cyclicality and market conditions in the
semiconductor industry, intense competition in the semiconductor
industry, SMIC's reliance on a small number of customers, timely
wafer acceptance by SMIC's customers, timely introduction of new
technologies, SMIC's ability to ramp new products into volume,
supply and demand for semiconductor foundry services, industry
overcapacity, shortages in equipment, components and raw materials,
availability of manufacturing capacity, financial stability in end
markets, orders or judgments from pending litigation, intensive
intellectual property litigation in semiconductor industry, general
economic conditions and fluctuations in currency exchange
rates.
In addition to the information contained in this document, you
should also consider the information contained in our other filings
with the SEC, including our annual report on Form 20-F filed with
the SEC on April 27, 2017, especially
in the "Risk Factors" section and such other documents that we may
file with the SEC or The Hong Kong Stock Exchange Limited ("SEHK")
from time to time, including current reports on Form 6-K. Other
unknown or unpredictable factors also could have material adverse
effects on our future results, performance or achievements. In
light of these risks, uncertainties, assumptions and factors, the
forward-looking events discussed in this document may not occur.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date stated
or, if no date is stated, as of the date of this document. Except
as may be required by law, SMIC undertakes no obligation and does
not intend to update any forward-looking statement, whether as a
result of new information, future events or otherwise.
CONTACT:
Investor Relations
+86-21-2081-2804
IR@smics.com
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SOURCE Semiconductor Manufacturing International Corporation