ANNOUNCEMENT ON ADJUSTMENT TO ISSUE PRICE AND...
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AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code:00753)
ANNOUNCEMENT ON ADJUSTMENT TO ISSUE PRICE AND NUMBER OF SHARES TO BE ISSUED OF THE NON-PUBLIC A SHARE ISSUE FOLLOWING IMPLEMENTATION OF THE PROFIT DISTRIBUTION PROPOSAL FOR 2015
Reference is made to the announcements of Air China Limited (the "Company") dated 28 July 2015, 13 December 2015, and 26 January 2016, and the circular of the Company dated 4 January 2016 (the "Circular") in relation to the Non-public A Share Issue. Unless otherwise indicated, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.
The Non-public A Share Issue was considered and approved by the Shareholders at the EGM of the Company held on 26 January 2016. As disclosed in the Circular, if any ex-right or ex-dividend event, such as entitlement distribution, capitalisation issue, or conversion of capital surplus into share capital, occurs during the period from the Pricing Benchmark Date to the date of issuance of the new A Shares, the Issue Price and the number of A Shares to be issued shall be adjusted accordingly.
The profit distribution proposal of the Company for the year 2015 was considered and approved by the Shareholders at the annual general meeting of the Company on 25 May 2016, pursuant to which the Company would distribute a cash dividend of approximately RMB1,400 million, or RMB0.10700 per share (including tax) based on the total number of 13,084,751,004 shares of the Company (the "2015 Final Dividends"). The Company made an announcement regarding the payment of the 2015 Final Dividends on 21 June 2016. The 2015 Final Dividends were distributed on 30 June 2016. As a result of the distribution of the 2015 Final Dividends, the Issue Price and the number of A Shares to be issued under the Non-public A Share Issue are adjusted as follows:
I. ADJUSTMENT TO THE ISSUE PRICE
As stated in the Circular, the Issue Price of the new A Shares represents 90% of the average trading price of the A Shares during the 20 trading days preceding the Pricing Benchmark Date. If any ex-right or ex-dividend event, such as entitlement distribution, capitalisation issue, or conversion of capital surplus into share capital, occurs during the period from the Pricing Benchmark Date to the date of issuance of the new A Shares, the Issue Price shall be adjusted accordingly.
Accordingly, upon the completion of the distribution of the 2015 Final Dividends, the Issue Price is adjusted from no less than RMB7.89 per share to no less than RMB7.79 per share. Based on the following formula: Issue Price after adjustment = (Issue Price before adjustment - dividend per share), the adjusted Issue Price is RMB7.79 per share (i.e., RMB7.89 per share - RMB0.10700 per share).
II. ADJUSTMENT TO THE NUMBER OF SHARES TO BE ISSUED
As stated in the Circular, up to 1,520,912,547 shares will be issued under the Non-public A Share Issue, which may be adjusted as a result of any adjustment to the Issue Price.
Accordingly, based on the above adjustment to the Issue Price, the number of A Shares to be issued under the Non-public A Share Issue is adjusted to up to 1,540,436,456 shares, which number equals to the total proceeds raised from the Non-public A Share Issue divided by the Issue Price after adjustment (i.e., RMB12,000 million/RMB7.79 per share).
As a result of the adjustment of the Issue Price from no less than RMB7.89 per share to no less than RMB7.79 per share, the number of A Shares to be subscribed by China National Aviation Holding Company ("CNAHC"), the controlling shareholder of the Company, under the Non- public A Share Issue is adjusted from up to 506,970,849 shares to up to 513,478,818 shares. CNAHC will commit no more than RMB4,000 million to subscribe for up to 513,478,818 shares to be issued under the Non-public A Share Issue.
Save for the above adjustments, there are no other changes to the Non-public A Share Issue.
By order of the Board
Air China Limited
Rao Xinyu Tam Shuit Mui
Joint Company Secretaries
Beijing, the PRC, 22 July 2016
As at the date of this announcement, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.
* Independent non-executive director of the Company
This information is provided by RNS
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