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Share Name | Share Symbol | Market | Type |
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Semiconductor Manufacturing International Corp. Adr | NYSE:SMI | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 5.41 | 0.00 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2017
Commission File Number: 001-31994
Semiconductor Manufacturing International Corporation
(Translation of registrant’s name into English)
18 Zhangjiang Road
Pudong New Area, Shanghai 201203
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
☐ Yes ☒ No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Semiconductor Manufacturing International Corporation |
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Date: December 14, 2017 |
By: |
/s/ Dr. Gao Yonggang |
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Name: |
Dr. Gao Yonggang |
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Title: |
Executive Director, Chief Financial Officer and Joint Company Secretary |
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Hong Kong Exchanges a nd Clearing Limited a nd The Stock Exchange of H ong Kong Limited take no r esponsibility f or th e c ontents of this announcement, make no representation as to its accuracy o r completeness and expressly disclaim a ny liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the c ontents of t his announcement.
This announcement is f or information purposes only and does not constitute an invitation or a s olicitation of a n o ffer to acquire, purchase o r subscribe f or securities or an invitation to enter i nto a n agreement to do any such t hings, nor is it calculated to invite any offer t o acquire, purchase o r subscribe f or any securi ties. This announcement is n ot an offer of securities for s ale in t he PRC, Hong Kong and the United States o r elsewhere. The Placed PSCS are not available f or general subs cription in Hong Kong or elsewhere.
This announcement does not constitute or fo rm a p art of a ny offer o r s olicitation t o purchase o r subscribe f or securities in the United States. The Placed PSCS mentioned herein have not been, and will not be, r egiste red under the Securities A ct, a nd may not be offered o r sold in t he United States except pursuant to registration or an exemption f rom the registration requirement s of t he Securities Act. No public offering of the Placed PSCS will be made in the United States.
SEMICONDUCTOR M ANUFACTURING I NTERNATIONAL CORPORATION
(incorporated in t he Cayman Islands with limited li ability)
(Stock Code: 981)
COMPLETION O F T HE ISSUE O F US$65 MILLION
PERPETUAL SUBORDINATED CONVERTIBLE SECURITIES
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Sole Global Coordinator J.P. Morgan |
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J.P. Morgan |
Joint Bookrunners and M anagers Deutsche Bank |
Barclays |
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Reference is m ade to t he announcement o f t he Company dated 29 N ovember 2017 relating to, among others, t he proposed issue o f t he Placed PSCS (the ‘‘ Announcement ’’ ) . Unless the c ontext o therwise requires, capitalised t erms used in this announcement shall have the same meanings a s thos e d efined in the Announcement.
The Company is pleased to announce that a ll conditions set out in the P laced P SCS Subscription A greement have been fulfilled and completion of the issue of the P laced PSCS in the p rincipal amount of US$65 million took place on 14 D ecember 2017. T he Company has obtained c onditional approval from the S tock Exchange f or the listing of, and p ermission to d eal i n, the 39,688,654 Pla ced Conversion Shares and has a lso r eceived approval from the S ingapore Exchange f or the listing and quotation of the P laced PSCS. The P laced P SCS ar e expected to be listed on th e S ingapor e Exchange on 15 D ecember 2017. The net proceeds (after deduction of fees, commissions and expenses) are approximately U S$64.2 million.
The P laced PSCS have been offered and sold to the following placees:
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Name of Placee |
Subscription Amount |
1. |
GIC Private L imited |
US$60 million |
2. |
Rays Capital Partners L imited |
US$5 million |
To the b est o f t he Company’s knowledge, GIC Private L imited is a limited liability company i ncorporated i n S ingapore and is principally engaged i n t he investment of developed m arket equities, emerging market equities, nominal bonus and c ash, inflation- link bonds, and private e quity at real estate.
To the b est o f t he Company’s knowledge, R ays Capital Partners L imited is a limited liability c ompany incorporated in Hong Kong and is p rincipally engaged i n investment management in Far East A sia ( Ex-Japan) for pri vate clients and i nstitutional investors.
To the b est o f t he Company’s knowledge, inf ormation and b elief, having made all reasonable enquiries, each of the p lacees (and their r espective ultimate b eneficial owners) is independent third parties not connected wi th the Company or any o f i ts subsidiaries or any o f t heir respective directors, chief executives or s ubstantial s hareholders or any o f th eir r espective a ssociates.
Assuming full conversion of the P laced PSCS at the i nitial Conversion Price o f HK$12.78, the P laced P SCS will be convertible i nto 39,688,654 Pla ced Con versio n Shares, representing (i) a pproximately 0. 81% of the issued s hare capital o f t he Company on 14 December 2017, and (ii) a pproximately 0 .80% of the issued s hare capital o f t he Company as enlarged by the issue of the P lace d Conversion Shares (assuming that t here is no change in the issued s hare capital o f t he Company a s at 14 D ecember 2017, save f or the issue o f t he Placed Conversion Shares).
Reference is a lso m ade to t he Announcement r elating to, among other things, t he potential exercise of pre-emptive r ight and t he potential further s ubscription of perpetual
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subordinated convertible securities by cer tain shareholders of the Company. Further announcement(s) will be made by the Company upon t he entering into of any a greement as a r esult o f s uch potential exercise of pr e-emptive r ight and f urther subscription.
EFFECT OF CONVERSION OF THE PLACED P SCS O N T HE SHAREHOLDING STRUCTURE O F T HE COMPANY
The following table i llustrates (i) t he existing shareholding structure o f t he Company; (ii) the s hareholding structure immediately aft er the issue of the P laced PSCS and a ssuming no conversion of the P laced P SCS into Placed Conversion Shares; and (iii) t he shareholding structure immediately a fte r t he issue o f t he Placed PSCS and full conversion of the P laced P SCS.
Immediately before completion Immediately after completion of the issue of the Placed PSCS Assuming full conversion of the of the issue of the Placed PSCS % of issued share capital of the Assuming no conversion of the Placed PSCS (Note 1) % of issued share capital of the Placed PSCS at the initial Conversion Price (Note 2) % of issued share capital of the Shareholder No. of Shares Company No. of Shares Company No. of Shares Company Datang (Note 3) 797,996,122 16.24% 797,996,122 16.24% 797,996,122 16.11% China IC Fund (Note 4) 740,000,000 15.06% 740,000,000 15.06% 740,000,000 14.94% Country Hill (Note 5) 90,559,889 1.85% 90,559,889 1.85% 90,559,889 1.83% Holders of Placed PSCS — — — — 39,688,654 0.80% Other Shareholders 3,284,306,141 66.85% 3,284,306,141 66.85% 3,284,306,141 66.32% Total 4,912,862,152 100.00% 4,912,862,152 100.00% 4,952,550,806 100.00%
Notes:
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1. |
Assuming that ot he r than th e Place d PSCS , no f urther Share is issued or repurchased b y t he Company, no iss u e o f th e Subsc ription Securities, no Sha re option is exercised , no Re stricted Sh are Unit is granted and no c o nversi on into Share s of any securities. A s at 30 Septembe r 2017 , t he Company had 98,570,820 outstanding s hare options. |
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Assuming that ot he r than th e Place d PSCS , no f urther Share is issued or repurchased b y t he Company, no iss u e o f th e Subsc ription Securities, no Sha re option is exercised , no Re stricted Sh are Unit is g ranted and no conve rsion in to Shares of an y securities other than the P laced P SCS. As at 30 Se ptemb e r 2017, th e Compa ny had 98 , 570,820 outstand ing s hare option s. |
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3. |
B a se d on th e l at es t i n f or m at i on pro vi d e d to th e Company, all s uch S hares a re held by Datang HK, a wholly-owned subsidiary of Datang. |
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B a se d on th e l at es t i n f or m at i on pro vi d e d to th e Company, all s uch S hares a re held by Xinxin HK, a wholly-owned subsid iary of China IC Fund. |
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By order o f t he Board
Semiconductor M anufacturing International Corporation
Gao Yonggang
Executive D irector, Chief F inancial O fficer and Joint C ompany S ecretary
Shanghai, 14 December 2017
As at the d ate of t his announcement, the d irectors of the Company are:
Executive D irectors
Zhou Zixue (Chairman)
Zhao HaiJun ( C o-Chief E xecutive Officer)
Liang Mong Song (Co-Chief E xecutive Officer)
Gao Y onggang (Chief Financial Officer)
Non-executive Directors
Tzu-Yin Chiu (Vice Chairman)
Chen Shanzhi
Zhou Jie
Ren K ai
Lu Jun
Tong Guohua
Independent Non-executive Directors
Lip-Bu Tan
William Tudor Brown
Carmen I-Hua Chang
Shang-yi Chiang
Jason J ingsheng Cong
* For ide ntification p urpo ses
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