Brilliance China Automotive Holdings Limited (NYSE: CBA) Issue of Zero Coupon Guaranteed Convertible Bonds Due 2008
30 October 2003 - 10:29PM
PR Newswire (US)
Brilliance China Automotive Holdings Limited (NYSE: CBA) Issue of
Zero Coupon Guaranteed Convertible Bonds Due 2008 By Gainfair
Finance Limited (Expected To Be Renamed As Brilliance China
Automotive Finance Limited) Convertible Into Ordinary Shares of
Brilliance China Automotive Holdings Limited HONG KONG, Oct. 30
/PRNewswire-FirstCall/ -- SUMMARY - Reference is made to the
Company's announcement dated 28 October 2003 in relation to a
proposed issue by the Issuer of US$170 million Convertible Bonds
due 2008, convertible into the ordinary Shares of, and guaranteed
by, the Company in respect of which the Over-allotment Option has
now been fully exercised. Completion of the Purchase Agreement is
subject to the satisfaction of the conditions precedent therein. As
the Purchase Agreement may or may not complete, shareholders of the
Company and prospective investors are advised to exercise caution
when dealing in the Shares of the Company. The Directors refer to
the announcement (the "Announcement") of Brilliance China
Automotive Holdings Limited (the "Company") dated 28 October 2003.
Terms used in this announcement shall have the same meanings as in
the Announcement. Pursuant to the terms and conditions of the
Purchase Agreement, on 29 October 2003, the Sole Bookrunner has
given notice to the Issuer of the exercise of the Over-allotment
Option in full. Accordingly, the aggregate principal amount of the
Convertible Bonds shall be US$200 million. The following table
summarises the shareholding structure of the Company as at the date
of this announcement: (Assuming that the Convertible Bonds are
fully converted into Shares (subject to Existing (as at 30
adjustment) at October 2003) Conversion Price of HK$4.60 each) % of
enlarged issued share % of issued capital of Name of No. of Shares
share No. of Shares the Company Shareholder capital of the Company
Huachen Automotive Group Holdings Co., Ltd. 1,446,121,500 39.42%
1,446,121,500 36.11% Directors 14,545,000 0.40% 14,545,000 0.36%
Public Shareholders 2,207,724,400 60.18% 2,207,724,400 55.12%
Bondholders - -% 336,956,522 8.41% Total 3,668,390,900 100.00%
4,005,347.422 100.00% Note Assuming that the Convertible Bonds are
fully converted into Shares (subject to adjustment) at the
Conversion Price of HK$4.60 each and that all the options granted
by Huachen Automotive Group Holdings Co., Ltd. to certain directors
have been exercised in full (details of which have been disclosed
in the announcement made by the Company on 19 December 2002), the
Directors will be holding 360,850,630 Shares, representing 9.01% of
the enlarged issued share capital of the Company. The sale of the
Convertible Bonds will be made without registration of such
Convertible Bonds or the ordinary Shares issuable upon conversion
thereof under the United States Securities Act of 1933, as amended,
in offshore transactions in reliance upon Regulation S thereunder.
Completion of the Purchase Agreement is subject to the satisfaction
of the conditions precedent therein. As the Purchase Agreement may
or may not complete, shareholders of the Company and prospective
investors are advised to exercise caution when dealing in the
Shares of the Company. By Order of the Board Brilliance China
Automotive Holdings Limited Wu Xiao An(also known as Ng Siu On)
Chairman 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
disclaims 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 sell or the
solicitation of an offer to buy any securities and neither this
announcement nor anything herein forms the basis for any contract
or commitment whatsoever. The securities described herein may not
be offered or sold in the United States absent registration or an
exemption from registration, and the securities described herein
will be sold in accordance with all applicable laws and
regulations. DATASOURCE: Brilliance China Automotive Holdings
Limited CONTACT: Mike Wong of Weber Shandwick Hong Kong,
+852-2533-9922, , for Brilliance China Automotive Holdings Limited
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