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West China Cement (WCC)

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Friday 20 August, 2010

West China Cement


RNS Number : 3883R
West China Cement Limited
20 August 2010

Unless otherwise defined in this announcement, terms defined in the prospectus dated August 10, 2010 (the "Prospectus") issued by West China Cement Limited have the same meanings when used in this announcement.


This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares. Potential investors should read the Prospectus for detailed information about the Global Offering described below before deciding whether or not to invest in the Shares thereby being offered.


The information contained herein does not constitute or form part of any offer of securities for sale in the United States. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or any state securities laws of the United States and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. The Hong Kong Offer Shares are being offered and sold outside the United States to non-U.S. Persons (as defined in Regulation S under the US Securities Act). No public offering of securities will be made by West China Cement Limited in the United States.



August 20, 2010







WEST CHINA CEMENT LIMITED (the "Company" or "WCC"), one of the leading cement manufacturers in Shaanxi Province, China, today announces that offer price and the results of the allocations for the Hong Public Offer. The announcement can be found on the website of the Company at under Investor Relations Section and the website of the Hong Kong Stock Exchange at


The offer price for its Offer Shares under the Global Offering (the "Offering") has been set at HK$1.69 for each Offer Share (exclusive of brokerage of 1%, SFC transaction levy of 0.004% and Hong Kong Stock Exchange trading fee of 0.005%). This implies a market capitalisation of HK$6,955 million at pricing of HK$1.69.


Based on the Offer Price of HK$1.69 per Share, the net proceeds from the Global Offering to be received by the Company, after deducting the underwriting fees and commissions and estimated expenses payable by the Company in relation to the Global Offering (before any exercise of the

Over-allotment Option), is estimated to be approximately HK$1,280 million. The Company currently intends to apply such net proceeds as follows:


● approximately 44% for capacity expansion, including approximately HK$323 million (equivalent to approximately RMB281 million) to install residual heat recovery systems, half of which is expected to be incurred in 2010 and the remaining half in 2011, and approximately HK$239 million (equivalent to approximately RMB209 million) to fund any future acquisition (including potential acquisition of Jianghua Cement);


● approximately 46% for the repayment of the Group's loans and related interests, including the ICBCI Facility of US$50 million and US$25 million of the ICBC Facility promptly after Listing; and


● the remaining balance of approximately 10% (in the amount of approximately HK$128 million) as additional working capital of the Group.


The Directors further announce that due to the very significant oversubscription in the Hong Kong Public Offer, the reallocation procedures as described in the paragraph headed "Structure and conditions of the Global Offering - The Hong Kong Public Offer - Reallocation" of the Prospectus has been applied. A total number of 329,248,000 International Placing Shares have been reallocated from the International Placing to the Hong Kong Public Offer. As a result of such reallocation, the number of Offer Shares available under the Hong Kong Public Offer has been increased to 411,560,000 Offer Shares, representing 50% of the total number of Offer Shares initially available under the Global Offering.


The Offer Shares initially offered under the International Placing have been significantly over-subscribed. In connection with the Global Offering, the Company has granted the Over-allotment Option to the International Underwriters exercisable by the Joint Global Coordinators on behalf of the International Underwriters. Pursuant to the Over-allotment Option, the International Underwriters have the right, at any time from the date of the International Underwriting Agreement to September 12, 2010, being the 30th day after the last day for lodging applications under the Hong Kong Public Offer, to require the Company to issue up to 123,468,000 new Shares, representing in aggregate 15% of the initial number of Offer Shares offered under the Global Offering, at the Offer Price, to, among other things, cover over-allocations in the International Placing.


There has been an over-allocation of 123,468,000 Shares in the International Placing. As of the date of this announcement, Over-allotment Option has not yet been exercised. If the Over-allotment Option is exercised, an announcement will be made on the Company's website at and the website of the Hong Kong Stock Exchange at


Immediately following the completion of the Global Offering, approximately 49.12% (comprising the aggregate shareholdings of the "public shareholders" as set out in the corporate structure chart under the section headed "History, Reorganization and Corporate Structure" on page 118 of the Prospectus and before any exercise of the Over-allotment Option and options granted under the Share Option Scheme) of the total issued share capital of the Company will be held by the public.


Assuming that the Global Offering becomes unconditional in all aspects at 8:00 a.m. on Monday, August 23, 2010, dealings in the Shares on the Main Board of the Hong Kong Stock Exchange are expected to commence at 9:30 a.m. (Hong Kong time) on Monday, August 23, 2010. The De-Listing is expected to take place at 7.00am (London time) on 23 August 2010. 50 HK Shares of GBP0.002 each will represent 1 ordinary share of GBP0.1 in the Company as a consequence of the sub-division of shares which was approved by the shareholders of the Company at the Company's EGM on 20 July 2010. Share trade in board lots of 2,000 Shares (after sub-division) each. The stock code of the Shares is 2233.


Commenting on the offering: Zhang Jimin, Chairman of West China Cement Limited, said:

"We are delighted by the investor support and interest we have had during the Global Offering. Today's announcement represents the start of a new and exciting stage in the Company's development. Our leading position in the Shaanxi market, along with our strong financial track record gives us confidence for the future. We look forward to keeping our both new and existing shareholders updated on our progress in implementing our growth strategy."


For further information please contact:


West China Cement Limited

Po Ling Low, Tel: +86 139 1088 6649; Email:

Anthony Schindler, Tel: +44 7710 1789 28; Email: 


NCB Stockbrokers Limited

Christopher Caldwell, Tel: +44 20 7071 5200 

Xavier de Mol, Tel: +44 20 7071 5200 


Citigate Dewe Rogerson

Mill Seen +852 9224 2240

Cherry Cheung +852 6011 2461


Global Offering statistics


Number of Offer Shares


823,120,000 Shares (subject to the Over-allotment Option)


Number of Hong Kong Offer Shares


411,560,000 Shares (as adjusted after reallocation)

Number of International Placing Shares


411,560,000 Shares (as adjusted after reallocation and subject to the Over-allotment Option)


Offer Price


HK$1.69 per Offer Share (excluding brokerage of 1%, SFC transaction levy of 0.004% and Stock Exchange trading fee of 0.005%)


Nominal value


£0.002 per Share


Stock code





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