COSCO International Announces to Sell All Sino-Ocean Land’s Shares through Placing Agents
2010年12月10日
(16th December 2010, Hong Kong) COSCO International Holdings Limited (“COSCO International” or “the Company”) (SEHK Stock Code: 00517) is pleased to announce that today the Company entered into a conditional share placing agreement with BOCI Asia Limited and UBS AG, Hong Kong Branch (collectively known as “Joint Placing Agents”) pursuant to which the Company agreed to procure the sale of all shares of Sino-Ocean Land Holdings Limited (“SOLHL”) (equivalent to 949,937,399 shares) at a price of HK$5.60 per share and the Joint Placing Agents agreed to, on a fully underwritten basis, purchase and/or procure independent third parties to purchase SOLHL’s shares. The net proceeds from the disposal are estimated to be not less than approximately HK$5,231 million. Upon completion of the placing, COSCO International will no longer hold SOLHL’s shares and will completely divest of non-core property investment business, so as to focus on the development of its core business of shipping services.
Mr. Wang Xiaodong, Managing Director of COSCO International, said, “In accordance with our strategic positioning and the principle of maximising corporate value and shareholders’ returns, COSCO International strives for sustainable development. After the global financial crisis, we have noted that the shipping and shipbuilding industry have accelerated their steps to shift geographically to Asia, in particular to China. This creates unprecedented opportunities for the expansion of our core shipping services business. Therefore, we decided to sell all SOLHL’s shares not only to maximise shareholders’ returns but also to bring it in line with the Company’s development strategy and its positioning in shipping services. This is a final and important step of COSCO International’s strategic business transformation.”
On 16th August 2010, COSCO International announced its disposal proposal to seek shareholders’ mandate in advance to authorise the directors of the Company to implement with full discretion all matters relating to the disposal of SOLHL’s shares and the proposal of disposal mandate was approved by the shareholders by way of poll on 30th September 2010. As to the maximisation of shareholders’ interests, the directors of the Company decided to dispose of all SOLHL’s shares. The proceeds of the disposal will be used to finance future development of the Company’s core shipping services business.
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Changes of COSCO and COSCO International’s interest in SOLHL
• SOLHL is formerly known as COSCO Real Estate Development Company (“CRED”). It was established in 1993 and wholly-owned by COSCO.
• In 2002, CRED was restructured by COSCO and Sinochem Group and became their joint venture of which each owned 50% interest.
• In January 2003, CRED was injected capital and its issued share capital was enlarged. After the capital injection, COSCO’s interest in CRED decreased to 44%. In the meantime, COSCO International acquired 20% interest in CRED from COSCO and became one of the major shareholders of CRED.
• In August 2006, COSCO sold its remaining 24% interest in CRED to COSCO International which increased COSCO International’s interest in CRED from 20% to 44%.
• In the end of 2006, CRED renamed as Sino-Ocean Land Holdings Limited (“SOLHL”) and issued new shares for subscription by independent strategic investors, COSCO International’s interest in SOLHL was then diluted to 30%.
• In September 2007, SOLHL was listed on the main board of the Stock Exchange of Hong Kong (Stock code: 03377) and the total issued share capital was about 4.5 billion shares. After SOLHL’s listing, COSCO International’s interest in SOLHL was diluted to about 20%.
• In December 2009, SOLHL issued new shares for subscription by China Life Insurance Company Limited, which became the largest shareholder of SOLHL. COSCO International’s interest in SOLHL was then diluted to 16.85%.
• In August 2010, COSCO International announced to seek shareholders’ approval to authorize the Company to dispose of shares in SOLHL at appropriate times in the forthcoming twelve months and the proposal of disposal mandate was approved by the shareholders at the special general meeting held on 30th September 2010.
• In December 2010, COSCO International announced to dispose of all SOLHL’s shares through the placing agents so as to complete the step of its strategic business transformation of divesting of property investment business. The proceeds of the disposal will be used to finance future development of the Company’s core shipping services business.
About SOLHL
Sino-Ocean Land Holdings Company Limited (“SOLHL”) (formerly known as COSCO Real Estate Development Company) was set up in 1993 and listed on the main board of the Stock Exchange of Hong Kong on 28th September 2007 (Stock Code 03377). SOLHL is one of the largest renowned property developers in China Mainland and it develops medium-to-high end residences, high class offices, retail properties, the development of serviced apartments, the sale of property-related businesses, estate management, hotels club house management, etc. In the first half of 2010, COSCO International recorded HK$219 million as its share of profit from SOLHL as its associate.