Convertible Bond Issue

Hongkong Land Hldgs Ld 06 December 2005 To: Business Editor For immediate release HONGKONG LAND US$350 MILLION CONVERTIBLE BOND ISSUE ANNOUNCED 6th December 2005 - Hongkong Land Holdings Limited (the 'Guarantor') today announced that its wholly owned subsidiary, Hongkong Land CB (2005) Limited (the 'Issuer'), proposes to issue US$350 million convertible bonds due 2012 (the ' Convertible Bonds'), with the lead managers having the option to issue a further US$50 million Convertible Bonds (the 'Option'). The Convertible Bonds will be guaranteed by the Guarantor, and are convertible into new ordinary shares ('New Shares') of US$0.10 each in the capital of the Guarantor. J.P.Morgan Securities Ltd. and UBS AG have been appointed Joint Bookrunners and Lead Managers of the issue of the Convertible Bonds. Principal Terms of the Convertible Bonds The indicative terms and conditions of the proposed Convertible Bonds are as follows: ________________________________________________________________________________ Issuer Hongkong Land CB (2005) Limited ________________________________________________________________________________ Guarantor Hongkong Land Holdings Limited ________________________________________________________________________________ Launch size US$350 million ________________________________________________________________________________ Option to increase US$50 million ________________________________________________________________________________ Issue price 100% ________________________________________________________________________________ Maturity 7 Years ________________________________________________________________________________ Investor put None ________________________________________________________________________________ Issuer call Issuer call on or after 5 years and 2 weeks if the value of the shares into which the Bonds convert is at least 130% of the principal amount of such Bond for 30 trading days ________________________________________________________________________________ Coupon 3.00% to 3.50% per annum calculated on a semi-annual basis ________________________________________________________________________________ Conversion Price US$3.85 per Share ________________________________________________________________________________ Redemption price 100% ________________________________________________________________________________ Listing London Stock Exchange ________________________________________________________________________________ New Shares to be Issued The number of New Shares that will be issued by the Guarantor in the event of the full conversion of the Convertible Bonds is 103,896.104 (based on the initial conversion price of US$3.85 per Share and assuming the exercise of the Option). This represents approximately 4.53% per cent. of the issued share capital of the Guarantor as at 5th December 2005, and approximately 4.33 per cent. of the enlarged issued share capital of the Guarantor. Use of Proceeds The estimated net proceeds (after deduction of fees, commissions and administrative expenses) of the issue of the Convertible Bonds are estimated to be approximately US$346.0 million (which will increase to US$395.5 million if the Option is exercised in full), and will be used by the Group for general corporate purposes. Conditions Completion of the issue of Convertible Bonds is subject to the satisfaction and/ or waiver of the conditions precedent contained in a subscription agreement to be signed between the Issuer, the Guarantor and the Lead Managers. Closing Date The closing date for the issue of the Convertible Bonds is expected to be on or around 21st December 2005. Share Dealings by JSH Jardine Strategic Holdings Limited ('JSH') currently has an interest of 45.1% in the issued share capital of the Guarantor. JSH has confirmed its intention to purchase up to 10.5 million ordinary shares of the Guarantor on 7th December 2005 and to purchase up to a further 7.3 million ordinary shares thereafter. JSH may therefore acquire in aggregate up to 17.8 million ordinary shares by 31st December 2005. The proposed acquisitions are in accordance with JSH's ongoing programme of purchasing shares in the Guarantor conducted in accordance with the rules contained in the Bermuda Takeover Code applicable to the Guarantor. Information on Hongkong Land Hongkong Land is a leading property investment, management and development group with a major portfolio in Hong Kong, where it owns and manages some five million sq. ft of prime office and retail space in the heart of the Central business district. It also develops high quality commercial property projects elsewhere in Asia and has a growing interest in residential development. Hongkong Land Limited manages these assets from Hong Kong by providing services to Group companies. Hongkong Land Holdings Limited is incorporated in Bermuda with its primary share listing in London. The Company's shares are also listed in Bermuda and Singapore. Hongkong Land is a member of the Jardine Matheson Group. - end - For further information, please contact: Hongkong Land Limited Geoffrey Brown (852) 2842 8138 (852) 9612 3496 Matheson & Co Limited Martin Henderson + (44) 207 816 8135 GolinHarris C T Hew (852) 2522 7928 Weber Shandwick Square Mile Richard Hews / Helen Thomas + (44) 207 067 0700 This and other Group announcements can be accessed through the Internet at ''. This announcement may not be distributed, directly or indirectly, in or into the United States, Canada, or Japan. This information is provided by RNS The company news service from the London Stock Exchange
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