Hongkong Land Hldgs Ld
06 December 2005
To: Business Editor For immediate release
HONGKONG LAND US$350 MILLION CONVERTIBLE BOND ISSUE ANNOUNCED
6th December 2005 - Hongkong Land Holdings Limited (the 'Guarantor') today
announced that its wholly owned subsidiary, Hongkong Land CB (2005) Limited (the
'Issuer'), proposes to issue US$350 million convertible bonds due 2012 (the '
Convertible Bonds'), with the lead managers having the option to issue a further
US$50 million Convertible Bonds (the 'Option'). The Convertible Bonds will be
guaranteed by the Guarantor, and are convertible into new ordinary shares ('New
Shares') of US$0.10 each in the capital of the Guarantor.
J.P.Morgan Securities Ltd. and UBS AG have been appointed Joint Bookrunners and
Lead Managers of the issue of the Convertible Bonds.
Principal Terms of the Convertible Bonds
The indicative terms and conditions of the proposed Convertible Bonds are as
follows:
________________________________________________________________________________
Issuer Hongkong Land CB (2005) Limited
________________________________________________________________________________
Guarantor Hongkong Land Holdings Limited
________________________________________________________________________________
Launch size US$350 million
________________________________________________________________________________
Option to increase US$50 million
________________________________________________________________________________
Issue price 100%
________________________________________________________________________________
Maturity 7 Years
________________________________________________________________________________
Investor put None
________________________________________________________________________________
Issuer call Issuer call on or after 5 years and 2 weeks if the
value of the shares into which the Bonds convert is
at least 130% of the principal amount of such Bond
for 30 trading days
________________________________________________________________________________
Coupon 3.00% to 3.50% per annum calculated on a semi-annual
basis
________________________________________________________________________________
Conversion Price US$3.85 per Share
________________________________________________________________________________
Redemption price 100%
________________________________________________________________________________
Listing London Stock Exchange
________________________________________________________________________________
New Shares to be Issued
The number of New Shares that will be issued by the Guarantor in the event of
the full conversion of the Convertible Bonds is 103,896.104 (based on the
initial conversion price of US$3.85 per Share and assuming the exercise of the
Option). This represents approximately 4.53% per cent. of the issued share
capital of the Guarantor as at 5th December 2005, and approximately 4.33 per
cent. of the enlarged issued share capital of the Guarantor.
Use of Proceeds
The estimated net proceeds (after deduction of fees, commissions and
administrative expenses) of the issue of the Convertible Bonds are estimated to
be approximately US$346.0 million (which will increase to US$395.5 million if
the Option is exercised in full), and will be used by the Group for general
corporate purposes.
Conditions
Completion of the issue of Convertible Bonds is subject to the satisfaction and/
or waiver of the conditions precedent contained in a subscription agreement to
be signed between the Issuer, the Guarantor and the Lead Managers.
Closing Date
The closing date for the issue of the Convertible Bonds is expected to be on or
around 21st December 2005.
Share Dealings by JSH
Jardine Strategic Holdings Limited ('JSH') currently has an interest of 45.1% in
the issued share capital of the Guarantor. JSH has confirmed its intention to
purchase up to 10.5 million ordinary shares of the Guarantor on 7th December
2005 and to purchase up to a further 7.3 million ordinary shares thereafter. JSH
may therefore acquire in aggregate up to 17.8 million ordinary shares by 31st
December 2005. The proposed acquisitions are in accordance with JSH's ongoing
programme of purchasing shares in the Guarantor conducted in accordance with the
rules contained in the Bermuda Takeover Code applicable to the Guarantor.
Information on Hongkong Land
Hongkong Land is a leading property investment, management and development group
with a major portfolio in Hong Kong, where it owns and manages some five million
sq. ft of prime office and retail space in the heart of the Central business
district. It also develops high quality commercial property projects elsewhere
in Asia and has a growing interest in residential development. Hongkong Land
Limited manages these assets from Hong Kong by providing services to Group
companies. Hongkong Land Holdings Limited is incorporated in Bermuda with its
primary share listing in London. The Company's shares are also listed in Bermuda
and Singapore. Hongkong Land is a member of the Jardine Matheson Group.
- end -
For further information, please contact:
Hongkong Land Limited
Geoffrey Brown (852) 2842 8138
(852) 9612 3496
Matheson & Co Limited
Martin Henderson + (44) 207 816 8135
GolinHarris
C T Hew (852) 2522 7928
Weber Shandwick Square Mile
Richard Hews / Helen Thomas + (44) 207 067 0700
This and other Group announcements can be accessed through the Internet at
'www.hkland.com'.
This announcement may not be distributed, directly or indirectly, in or into the
United States, Canada, or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange
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