HSBC Holdings PLC
05 June 2006
HSBC IN US$100 MILLION SHUI ON LAND SUBSCRIPTION
HSBC Securities Investments (Asia) Limited (HSIA), a wholly owned subsidiary of
The Hongkong and Shanghai Banking Corporation Limited, has subscribed US$100
million for 102,754,966 new ordinary shares in Shui On Land Limited, a property
developer based in mainland China.
Shui On Land is ultimately controlled by Mr Vincent Hong-Sui Lo, who is also a
non-executive director of Hang Seng Bank Limited, a subsidiary of The Hongkong
and Shanghai Banking Corporation.
The subscription is based on a provisional price of HK$7.55 per share. The final
subscription price per share will be determined on completion of Shui On Land's
initial public offering (IPO), which is expected to take place in June 2006, and
will be fixed at the IPO price. The final number of shares to be received by
HSIA at the IPO subscription price will be determined at that time. The listing
of the IPO is subject to approval by the Hong Kong Stock Exchange and such
approval may or may not be obtained.
If the IPO subscription price is higher than the provisional subscription price,
HSIA will pay the excess, up to a maximum of US$50 million. If the excess is
greater than US$50 million, HSIA may choose to pay the higher amount.
Alternatively, HSIA may at its sole discretion require that the shares be
repurchased by Shui On Land or, if Shui On Land and its pre-IPO shareholders so
elect, by such shareholders, at the provisional subscription price of US$100
million.
If Shui On Land does not effect its IPO by 31 May 2007, the shares subscribed by
HSIA will be repurchased by Shui On Land or its shareholders at the provisional
subscription price.
Following the IPO, HSIA's shareholding in Shui On Land is expected to be less
than 5 per cent of the company's issued share capital. The transaction has been
funded through HSBC Group internal resources.
HSIA has agreed that neither it nor its affiliates will dispose of any of the
Shui On Land shares subscribed without the prior written consent of Shui On
Land, for a period of 24 months following the company's IPO.
This transaction is a connected transaction for the purposes of the Hong Kong
Listing Rules, but under the 'de minimis' provisions, contained in listing rule
14A.31(2), is exempt from the reporting, announcement and shareholders' approval
obligations.
Note to editors:
The Hongkong and Shanghai Banking Corporation Limited
The Hongkong and Shanghai Banking Corporation Limited is the founding and a
principal member of the HSBC Group which, with over 9,500 offices in 76
countries and territories and assets of US$1,502 billion at 31 December 2005, is
one of the world's largest banking and financial services organisations.
This information is provided by RNS
The company news service from the London Stock Exchange
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