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SOHO China Limited — Capital/Financing Update 2010
May 12, 2010
49198_rns_2010-05-12_160dd923-44f3-44e9-af31-ccf4c9c82bcf.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.
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SOHO CHINA LIMITED SOHO 中國有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 410)
ADJUSTMENT OF CONVERSION PRICE OF 3.75% CONVERTIBLE BONDS DUE 2014
Reference is made to the announcements of SOHO China Limited (the “ Company ” or the “ Issuer ”) dated 27 May 2009 and 2 July 2009 (collectively, the “ CB Announcements ”) for the issue of 3.75% convertible bonds due 2014 (the “ Bonds ”), and the announcement dated 11 March 2010 on final results of the Company for the year ended 31 December 2009 (the “ Results Announcement ”). Unless the context otherwise requires, capitalized terms and expressions used herein shall have the same meaning as those used in the CB Announcements.
In accordance with the Terms and Conditions of the Bonds, the Conversion Price has been adjusted from HKD5.88 per Share to HKD5.66 per Share with effect from 12 May 2010 following the adjustment of the Conversion Price as a result of the payment of the Dividend (as defined below) by the Company.
Reference is made to the CB Announcements and Results Announcement. Unless the context otherwise requires, capitalized terms and expressions used herein shall have the same meaning as those used in the CB Announcements.
The Terms and Conditions of the Bonds provide, among other things, that if the Company pays or makes any Capital Distribution to the Shareholders, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such Capital Distribution by the following fraction:
(A-B)/A
Where:
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A is the Current Market Price of one Share on the last Trading Day preceding the date on which the Capital Distribution is publicly announced; and
-
1 -
B is the Fair Market Value on the date of such announcement of the portion of the Capital Distribution attributable to one Share.
Such adjustment shall become effective on the date when such Capital Distribution is made.
As announced in the Results Announcement, the Board recommended payment of a final dividend of RMB20 cents or HKD23 cents per Share for the year ended 31 December 2009 (the “ Dividend ”). The Dividend was declared by the Shareholders at the annual general meeting of the Company held on 11 May 2010. Pursuant to the Terms and Conditions of the Bonds, the Conversion Price has been adjusted from HKD5.88 per Share to HKD5.66 per Share, adopting the closing exchange rate published by the People’s Bank of China as of 11 March (HKD1.00 = RMB0.87984).
By order of the Board SOHO China Limited Pan Shiyi Chairman
Hong Kong, 12 May 2010
As at the date of this announcement, the executive directors of the Company are Mr. Pan Shiyi, Mrs. Pan Zhang Xin Marita, Ms. Yan Yan and Mr. Wang Shaojian Sean; and the independent nonexecutive directors of the Company are Dr. Ramin Khadem, Mr. Cha Mou Zing Victor and Mr. Yi Xiqun.
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