Slaughter and May, Hong Kong, advised Semiconductor Manufacturing International Corporation (SMIC) in relation to its top-up placing of shares, which involved the placing of existing shares and top-up subscription of new shares by Datang Holdings (Hongkong) Investment Company Limited (Datang) for a total consideration of HK$1,554 million (approximately US$200 million) (the Shares), and the related issue of US$95 million zero coupon convertible bonds due 2018 (the Bonds).
The joint placing agents were J.P. Morgan Securities (Asia Pacific) Limited and Deutsche Bank AG, Hong Kong Branch, and the joint managers for the issue of Bonds were J.P. Morgan Securities plc and Deutsche Bank AG Hong Kong Branch. The Bonds were listed on the Singapore Stock Exchange. The gross proceeds from the subscription of Shares and Bonds was approximately US$291.2 million.
SMIC proposes to issue to Datang an additional amount of Shares for an aggregate cash consideration of approximately HK$402 million (approximately US$52 million) and Bonds in the aggregate principal amount of approximately US$22 million (the Datang Pre-emptive Subscriptions), pursuant to Datang’s contractual pre-emptive rights to subscribe for the Shares and Bonds and based on substantially the same terms and conditions as the placing, the subscription and the issue of the Bonds. The Datang Pre-emptive Subscriptions constitute connected transactions of SMIC and will be subject to independent shareholders’ approval.
SMIC proposes to issue to Country Hill Limited (CHL) an additional amount of Shares for an aggregate cash consideration of approximately HK$161million (approximately US$21 million) (the CHL Pre-emptive Subscription) pursuant to CHL’s contractual pre-emptive right to subscribe for the Shares based on substantially the same terms and conditions as the placing and the subscription. The CHL Pre-emptive Subscription will constitute a connected transaction of SMIC and will be subject to independent shareholders’ approval.
SMIC intend to use the proceeds of the Shares and Bonds for capital expenditure associated with expanding its 8-inch and 12-inch manufacturing facilities and general corporate purposes.
SMIC, which is listed on the Hong Kong Stock Exchange and the New York Stock Exchange, is one of the leading semiconductor foundries in the world and the largest and most advanced foundry in Mainland China.
Datang is a Hong Kong incorporated company and is a wholly-owned subsidiary of Datang Telecom Technology & Industry Holdings Co., Ltd, a company incorporated under PRC laws.
CHL is a wholly-owned subsidiary of Bridge Hill Investments Limited, which is a subsidiary controlled by China Investment Corporation.
CONTACTS
Corporate and Commercial: Benita Yu (partner), John Moore (partner), Jing Chen (associate), William Ho (associate), Amanda Ho (associate).
