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CStone Pharmaceuticals — Capital/Financing Update 2016
May 18, 2016
50715_rns_2016-05-18_7e02bac0-bba8-47c6-82ef-43f878af4ffc.pdf
Capital/Financing Update
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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.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell, the Notes. This announcement does not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. This announcement is not for release, publication or distribution in or into, or to any person resident and/or located in, any jurisdiction where such release, publication or distribution is unlawful.
This announcement does not constitute an offer to sell or the solicitation of an offer to purchase any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and management, as well as financial statements. No public offering of securities is to be made by the Company or Yancoal Resources in the United States.
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兗州煤業股份有限公司
YANZHOU COAL MINING COMPANY LIMITED
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 1171)
ANNOUNCEMENT
EXPIRY OF EARLY TENDER DEADLINE IN RELATION TO THE OFFER TO REPURCHASE FOR CASH UP TO A TOTAL OF US$300,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING NOTES LISTED BELOW (I) US$434,403,000 5.730% GUARANTEED NOTES DUE 2022 (Stock code: 4552)
(II) US$450,000,000 4.461% GUARANTEED NOTES DUE 2017 (Stock code: 4551)
ISSUED BY
YANCOAL INTERNATIONAL RESOURCES DEVELOPMENT CO., LIMITED
(Incorporated in Hong Kong with limited liability)
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This announcement is made pursuant to the disclosure obligations under Part XIVA of the Securities and Futures Ordinance and Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Reference is made to the announcement of Yanzhou Coal Mining Company Limited (the “ Company ”) and Yancoal International Resources Development Co., Limited (“ Yancoal Resources ”) dated 4 May 2016 (Hong Kong time) (the “ Announcement ”) in relation to the Offer. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.
HOLDERS WHO HAVE VALIDLY TENDERED AND NOT VALIDLY WITHDRAWN THEIR NOTES AT OR PRIOR TO THE EARLY TENDER DEADLINE
The Offer commenced on 4 May 2016 and will expire at 11:59 p.m. on 1 June 2016 (New York City time), unless extended or terminated earlier by Yancoal Resources. As set out in the Announcement, Holders of 2022 Notes, who validly tender and not validly withdrawn their Notes at or prior to 5:00 p.m. on 17 May 2016 (New York City time) (the “ Early Tender Deadline ”) and whose 2022 Notes are accepted for repurchase by Yancoal Resources under the Offer, would be eligible to receive a fixed price of US$930 per US$1,000 principal amount of the 2022 Notes plus the Accrued Interest in respect of such 2022 Notes. Holders of 2017 Notes, who validly tender and not validly withdrawn their Notes at or prior to the Early Tender Deadline and whose 2017 Notes are accepted for repurchase by Yancoal Resources under the Offer, would be eligible to receive a fixed price of US$1,000 per US$1,000 principal amount of the 2017 Notes plus the Accrued Interest in respect of such 2017 Notes.
The Early Tender Deadline has now expired. As of the Early Tender Deadline, US$206,783,000 in principal amount of the 2022 Notes has been validly tendered and not validly withdrawn and US$174,345,000 in principal amount of the 2017 Notes has been validly tendered and not validly withdrawn.
HOLDERS WHO HAVE NOT TENDERED THEIR NOTES
Holders with Notes that have not been tendered under the Offer may validly tender their Notes at or prior to 11:59 p.m. on 1 June 2016 (New York City time) in accordance with the terms and conditions of the Offer, in which case such Holders would only be eligible to receive the applicable Late Tender Offer Price (being a fixed price of US$880 per US$1,000 principal amount of the 2022 Notes in respect of the 2022 Notes and a fixed price of US$950 per US$1,000 principal amount of the 2017 Notes in respect of the 2017 Notes) plus the Accrued Interest in respect of such Notes.
The Company and Yancoal Resources will issue another announcement following the Expiration Time regarding the results of the Offer, as well as whether the other conditions to the Offer are satisfied.
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The Information and Tender Agent for the Offer is :
D.F. King Ltd.
| In London: | In New York: | In Hong Kong: |
|---|---|---|
| 125 Wood StreetLondon EC2V 7ANUnited KingdomTelephone: +44 20 7920 9700 | 48 Wall Street, 22nd FloorNew York, New York 10005United StatesTelephone: +1 212 269 5550Toll Free: (866) 745-0264 | Suite 1601, 16/F, Central Tower28 Queen’s Road CentralHong KongTelephone: +852 3953 7230 |
Email: [email protected] Website: http://sites.dfkingltd.com/yancoal
Any questions relating to procedures for tendering notes or requests for additional copies of this Offer to Purchase should be directed to the Information and Tender Agent at its contact above.
The Dealer Manager for the Offer is :
Deutsche Bank AG, Singapore Branch
One Raffles Quay No.17-00 South Tower Singapore 048583 Attention: Liability Management Group Telephone (Singapore): +65 6423 5934 Telephone (United Kingdom): +44 (0) 207 545 8011 Email: [email protected]
Any questions regarding the terms of the Offer should be directed to the Dealer Manager at the contact information set forth above.
Unless otherwise stated, all times and dates refer to New York City, United States times and dates.
By order of the Board Yanzhou Coal Mining Company Limited Li Xiyong Chairman of the Board
Zoucheng, Shandong Province, the PRC 18 May 2016 (Hong Kong time)
As at the date of this announcement, the directors of the Company are Mr. Li Xiyong, Mr. Yin Mingde, Mr. Wu Yuxiang, Mr. Zhang Baocai, Mr. Wu Xiangqian and Mr. Jiang Qingquan, and the independent non-executive directors of the Company are Mr. Wang Lijie, Mr. Jia Shaohua, Mr. Wang Xiaojun and Mr. Xue Youzhi.
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As at the date of this announcement, the directors of Yancoal Resources are Mr. Li Xiyong, Mr. Lai Cunliang, Mr. Yin Mingde, Mr. Wu Yuxiang and Mr. Zhang Baocai.
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