EXERCISE OF THE OVER-ALLOTMENT OPTION
Air China Limited
10 January 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,
CANADA OR JAPAN.
EXERCISE OF THE OVER-ALLOTMENT OPTION
Unless otherwise defined herein or the context otherwise requires, terms defined
in the listing particulars dated 3 December 2004 (the "Listing Particulars"
which expression shall include the supplementary listing particulars dated 9
December 2004) issued by Air China Limited (the "Company") have the same
meanings when used in this announcement.
Air China Limited (the "Company") today announces that the Over-allotment Option
referred to in the Listing Particulars was exercised in full by China
International Capital Corporation Limited and Merrill Lynch Far East Limited on
behalf of the International Underwriters in respect of 420,852,000 additional H
Shares (the "Over-allotment Shares"), representing approximately 15% of H Shares
initially offered under the Global Offering, solely to cover over-allocations in
the International Offering. 382,592,727 Over-allotment Shares will be issued and
allotted by the Company and 29,749,686 and 8,509,587 Over-allotment Shares will
be sold by CNAHC and CNACG, respectively at HK$2.98 per H Share (exclusive of
brokerage, SFC transaction levy, investor compensation levy and the Stock
Exchange of Hong Kong Limited trading fee), being the Offer Price per H Share in
connection with the International Offering. Application has been made for the H
Shares issued pursuant to the Global Offering, including the Over-allotment
Shares, to be admitted to the Official List of the UK Listing Authority and to
trading on the market for listed securities of the London Stock Exchange.
Admission of the Over-allotment Shares to the Official List is expected to
become effective, and unconditional dealings in the Over-allotment Shares on the
London Stock Exchange are expected to commence, at 8.00 a.m. on 11 January 2005.
The shareholding structure of the Company immediately before and after the issue
and the sale of the Over-allotment Shares is as follows:
Before the issue and sale of After the issue and sale of Over-
Over-allotment Shares allotment Shares
Number of Approximate Number of Approximate
Domestic / Non-H percentage of Domestic / Percentage of
Foreign / issued share Non-H Foreign / issued share
H Shares capital H Shares capital
Shareholders
CNAHC 4,855,945,675 53.65% 4,826,195,989 51.16%
Domestic Shares Domestic Shares
CNACG 1,388,992,507 15.35% 1,380,482,920 14.64%
Non-H Foreign Non-H Foreign
Shares Shares
Strategic 905,061,819 10.00% 943,321,091 10.00%
Investor H Shares H Shares
H Share 1,900,618,181 21.00% 2,283,210,909 24.20%
public H Shares H Shares
Shareholders
Total number 9,050,618,182 100% 9,433,210,909 100%
of Shares Shares Shares
The net proceeds of approximately HK$1,100 million, after deducting expenses
(comprising principally of underwriting commission, the Stock Exchange of Hong
Kong Limited trading fee, SFC transaction levy and investor compensation levy),
from the issue of 382,592,727 Over-allotment Shares by the Company will be used
by the Company to acquire certain aircraft and to repay debts that will mature
in one year, as more fully described in the Listing Particulars in the section
headed "Future Plans and Use of Proceeds".
Both CNAHC and CNACG are required by PRC regulations to contribute the proceeds
from the sale of the Over-allotment Shares to the Chinese National Social
Security Fund. Pursuant to an approval from SASAC, CNAHC will, on behalf of the
Chinese National Social Security Fund, sell such Over-allotment Shares and
transfer the net proceeds to the Chinese Social Security Fund. The net proceeds
to CNAHC and CNACG from the sale of the Over-allotment Shares upon the exercise
of Over-allotment Option will be approximately HK$110 million after deducting
expenses (comprising principally of underwriting commission, the Stock Exchange
of Hong Kong Limited trading fee, SFC transaction levy and investor compensation
levy). The Company will not receive any proceeds from the sale of the Sale
Shares comprised within the Over-allotment Shares.
This announcement is for information purposes only and does not constitute, or
form part of, any offer or invitation to sell or issue, or any solicitation of
any offer to subscribe for or purchase, any securities in Air China Limited.
The information contained herein does not constitute an offer of securities for
sale in the United States. Securities may not be offered or sold in the United
States unless they are registered under applicable law or exempt from
registration.
This announcement is not for distribution in the United States, Canada,
Australia or Japan. No securities have been marketed to, nor are available for
purchase in whole or in part by, the public in the United Kingdom or elsewhere.
The distribution of this announcement in certain other jurisdictions may be
restricted by law and therefore persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Stabilisation / FSA.
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