HSBC Holdings Regulatory News (HSBA)

5 Jun 2006 09:40

HSBC Holdings PLC05 June 2006 HSBC IN US$100 MILLION SHUI ON LAND SUBSCRIPTION HSBC Securities Investments (Asia) Limited (HSIA), a wholly owned subsidiary ofThe Hongkong and Shanghai Banking Corporation Limited, has subscribed US$100million for 102,754,966 new ordinary shares in Shui On Land Limited, a propertydeveloper based in mainland China. Shui On Land is ultimately controlled by Mr Vincent Hong-Sui Lo, who is also anon-executive director of Hang Seng Bank Limited, a subsidiary of The Hongkongand Shanghai Banking Corporation. The subscription is based on a provisional price of HK$7.55 per share. The finalsubscription price per share will be determined on completion of Shui On Land'sinitial public offering (IPO), which is expected to take place in June 2006, andwill be fixed at the IPO price. The final number of shares to be received byHSIA at the IPO subscription price will be determined at that time. The listingof the IPO is subject to approval by the Hong Kong Stock Exchange and suchapproval 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 isgreater than US$50 million, HSIA may choose to pay the higher amount.Alternatively, HSIA may at its sole discretion require that the shares berepurchased by Shui On Land or, if Shui On Land and its pre-IPO shareholders soelect, by such shareholders, at the provisional subscription price of US$100million. If Shui On Land does not effect its IPO by 31 May 2007, the shares subscribed byHSIA will be repurchased by Shui On Land or its shareholders at the provisionalsubscription price. Following the IPO, HSIA's shareholding in Shui On Land is expected to be lessthan 5 per cent of the company's issued share capital. The transaction has beenfunded through HSBC Group internal resources. HSIA has agreed that neither it nor its affiliates will dispose of any of theShui On Land shares subscribed without the prior written consent of Shui OnLand, for a period of 24 months following the company's IPO. This transaction is a connected transaction for the purposes of the Hong KongListing Rules, but under the 'de minimis' provisions, contained in listing rule14A.31(2), is exempt from the reporting, announcement and shareholders' approvalobligations. Note to editors: The Hongkong and Shanghai Banking Corporation LimitedThe Hongkong and Shanghai Banking Corporation Limited is the founding and aprincipal member of the HSBC Group which, with over 9,500 offices in 76countries and territories and assets of US$1,502 billion at 31 December 2005, isone 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