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.
Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act or any other state securities law in the United States, and may not be offered or sold within the United States unless registered under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Company has no intention to register under the U.S. Securities Act any of the securities referred to herein or to conduct a public offering of securities in the United States.
The Proposed Conversion Offer (as defined below) is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Convertible Bonds (as defined below) may not be converted pursuant to the Proposed Conversion Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act or to U.S. persons as defined in Regulation S of the U.S. Securities Act.
PB ISSUER (NO.5) LIMITED (the "Issuer")
(incorporated in the British Virgin Islands with limited liability)
US$175,000,000 3% Guaranteed Convertible Bonds due 2025
(Stock Code: 40097; ISIN: XS2065522398)
convertible into ordinary shares of, and unconditionally and irrevocably guaranteed by
END OF THE CONVERSION OFFER PERIOD OF
THE OFFER FOR CONVERSION OF THE CONVERTIBLE BONDS
Dealer Manager
Reference is made to the announcements of Pacific Basin Shipping Limited (the "Company") dated 25 April 2022 and 26 April 2022 in relation to the Proposed Conversion Offer in respect of the outstanding Convertible Bonds (the "Announcements"). Capitalised terms used herein shall have the same meanings as defined in the Announcements, unless the context requires otherwise.
THE END OF THE CONVERSION OFFER PERIOD
As at the end of the Conversion Offer Period, the Issuer and the Company had received Irrevocable Undertakings and Conversion Notices in respect of the Convertible Bonds in an aggregate principal amount of US$104,919,000, which will be converted into 425,987,441 Conversion Shares, based on the Conversion Price of HK$1.93 per Share. Out of the Irrevocable Undertakings and Conversion Notices in respect of the Convertible Bonds received, Bondholders of an aggregate principal amount of US$76,819,000 are entitled to the Early Cash Incentive in the sum of US$11,138,755 and an aggregate principal amount of US$28,100,000 are entitled to the Cash Incentive in the sum of US$3,934,000.
The Conversion Shares will be delivered to the Bondholders in accordance with the terms and conditions of the Convertible Bonds, and are expected to be delivered, depending on the Conversion Date, on or before 6 May 2022 and the Issuer will make the payment of the Early Cash Incentive or the Cash Incentive, as the case may be, on or before 6 May 2022. Upon completion of the Proposed Conversion Offer, US$104,919,000 in aggregate principal amount of the Convertible Bonds will be cancelled, and the remaining outstanding principal amount of Convertible Bonds amounts to US$70,081,000 (the "Remaining Outstanding Convertible Bonds").
EFFECT ON THE SHARE CAPITAL OF THE COMPANY AS A RESULT OF THE CONVERSION
The Conversion Shares upon allotment and issuance pursuant to the Proposed Conversion Offer will represent approximately 8.82% of the issued share capital of the Company as at the date of this announcement and approximately 8.11% of the issued share capital of the Company as enlarged by the issue of the Conversion Shares. Such Conversion Shares will be allotted and issued pursuant to the Specific Mandate and will rank pari passu in all respects with the Shares then in issue on the relevant registration date.
The following table illustrates (1) the existing shareholding structure of the Company as at the date of this announcement; and (2) the shareholding structure of the Company immediately after the allotment and issuance of the Conversion Shares pursuant to the Proposed Conversion Offer, on the assumption that (a) there will be no other change to the share capital of the Company save as disclosed herein; and (b) the Bondholders do not and will not hold any Shares other than the Conversion Shares (as the case may be):
Immediately after the allotment and issuance of the Conversion
As at the date of | Shares pursuant to the |
this announcement | Proposed Conversion Offer |
No. of Shares Approximate | No. of Shares Approximate |
% | % |
HSBC Holdings plc (1) | 780,024,946 | 16.16 | 780,024,946 | 14.85 |
Aggregate of Aberdeen plc affiliated | 339,064,500 | 7.02 | 339,064,500 | 6.45 |
investment management entities | ||||
Morgan Stanley | 338,126,814 | 7.01 | 338,126,814 | 6.44 |
Pzena Investment Management, LLC (2) | 322,879,435 | 6.69 | 322,879,435 | 6.15 |
Citigroup Inc. (3) | 316,359,065 | 6.55 | 316,359,065 | 6.02 |
M&G Plc | 285,862,000 | 5.92 | 285,862,000 | 5.44 |
UBS Group AG | 285,696,872 | 5.92 | 285,696,872 | 5.44 |
JP Morgan Chase & Co. (4) | 268,943,304 | 5.57 | 268,943,304 | 5.12 |
Brown Brothers Harriman & Co. | 264,346,019 | 5.48 | 264,346,019 | 5.03 |
Bondholders | 0 | 0.00 | 425,987,441 | 8.11 |
Other shareholders | 1,625,800,317 | 33.68 | 1,625,800,317 | 30.95 |
Total: | 4,827,103,272 | 100.00 | 5,253,090,713 | 100.00 |
Notes: |
(1) These interests comprise (i) 710,527,202 Shares held in the capacity as the trustee; (ii) 1,692,422 Shares held by its controlled corporations; and (iii) 67,805,322 Shares held by a custodian (other than an exempt custodian interest).
(2) These interests include 513,000 Shares held in dual capacities as investment manager and beneficial owner.
(3) These interests comprise (i) 37,016,404 Shares held by its controlled corporation; and (ii) 279,342,661 Shares held by an approved lending agent.
(4)These interests comprise (i) 164,458,483 Shares held by its controlled corporation; (ii) 2,950,000 Shares held in its capacity as investment manager; (iii) 13,376,011 Shares held in capacity as person having a security interest in the Shares; and (iv) 88,158,810 Shares held by an approved lending agent.
Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Issuer or the Company.
By Order of the Board of
Pacific Basin Shipping Limited
Mok Kit Ting Kitty
Company Secretary
Hong Kong, 28 April 2022
As at the date of this announcement, the Directors of the Issuer are Martin Fruergaard, Peter Schulz and Mok Kit Ting Kitty.
As at the date of this announcement, the Directors of the Company are:
Executive Directors:
David Muir Turnbull, Martin Fruergaard and Peter Schulz
Independent Non-executive Directors:
Robert Charles Nicholson, Irene Waage Basili, Stanley Hutter Ryan, Kirsi Kyllikki Tikka and John Mackay McCulloch Williamson
Non-executive Director:
Alexander Howarth Yat Kay Cheung
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Pacific Basin Shipping Limited published this content on 28 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2022 14:22:03 UTC.