NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except solely on the basis of the information contained in the prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, expected to be published by SDIC Power Holdings CO., LTD (the "Company") on 19 October 2020 in connection with its offer of global depositary receipts ("GDRs") representing the Company's A shares and the proposed admission of such GDRs to the standard listing segment of the Official List of the United Kingdom Financial Conduct Authority (the "FCA") and to trading on the Shanghai-London Stock Connect segment of the main market for listed securities of London Stock Exchange plc. A copy of the Prospectus will, following publication, be available for inspection on the Company's website at www.sdicpower.com, subject to certain access restrictions.
16 October 2020
SDIC Power Holdings CO ., LTD.
Announcement of Offer Price
SDIC Power Holdings CO., LTD (the "Company" and together with its subsidiaries, the "Group"), a leading power generation company in China, today announces the successful pricing for its offering of GDRs representing its A shares (the "Offering") at USD12.27 per GDR (the "Offer Price"), with each GDR representing ten A shares of the Company, each with a fully paid nominal value of RMB1.00 each (the "A Shares").
ZHU Jiwei, Chairman of the Company, stated:
"We are proud to announce the successful pricing of SDIC Power's GDR Offering, following the positive response to our company on our recent virtual roadshow from international investors. Our London listing reinforces the global presence of SDIC Power and reflects the company's expansion from its home market into other regions of Asia and into Western Europe. Enhanced access to international capital markets through the Shanghai-London Stock Connect channel will support SDIC Power's commitment to continue to invest in, develop and operate clean energy projects, as we implement our global growth strategy"
· The Offer Price has been set at USD12.27 per GDR. The Prospectus relating to the Offering will be submitted for approval with the FCA and is expected to be published on 19 October 2020. A copy of the Prospectus, following publication, will be available on the Company's website at www.sdicpower.com, subject to certain access restrictions.
· The Offering comprises 16,350,000 GDRs equating to an offer size of USD200.6 million and representing 2.4% of the Company's outstanding A share capital.
· In addition, up to a further 1,635,000 GDRs are being made available by the over-allotment option which, if exercised in full, would increase the offer size to USD220.7 million, representing 17,985,000 GDRs in total and 2.7% of the Company's outstanding A share capital.
· Conditional dealings in the GDRs on the London Stock Exchange are expected to commence on a "when-issued" basis on 19 October 2020. The GDRs are expected to be admitted to listing on the standard segment of the Official List maintained by the FCA and to trading on the Shanghai-London Stock Connect segment of the main market for listed securities of London Stock Exchange plc (together "Admission"), and unconditional dealings in the GDRs are expected to commence, on 22 October 2020.
· Goldman Sachs International, UBS AG London Branch and HSBC Bank plc are acting as Joint Global Co-ordinators (together, the "Joint Global Co-ordinators") and China International Capital Corporation (UK) Limited and CLSA Limited are acting as Joint Bookrunners (together with the Joint Global Coordinators, the "Joint Bookrunners").
About the Group
· The Group is a leading power generation company in China, with a diversified portfolio of projects across hydropower, coal-fired power, wind power , solar power and other renewable energy. The Group develops, acquires and operates power projects and sells the electricity generated by them to grid companies.
· As at 30 June 2020, the Group's consolidated installed capacity was 31.0 GW, and the breakdown of the Group's consolidated installed capacity for hydropower, coal-fired power, and wind and solar power and other renewable energy projects was 54.0%, 38.2% and 7.8%, respectively.
· The Group has a leading hydropower business in China. Among all publicly listed PRC power generation companies, the Group was the third largest hydropower company in China in terms of consolidated hydro installed capacity of 16.8 GW as at 31 December 2019, according to Frost & Sullivan.
· The Group has been actively optimising its coal-fired power projects by focusing on large capacity, efficient and energy-saving power units. As at 30 June 2020, all of the Group's coal-fired installed capacity of 11,846.0 MW consisted of large units with a single installed capacity of at least 300.0 MW.
· In addition, the Group is dedicated to expanding its wind power, solar power and other renewable energy portfolio, whose combined installed capacity has been growing at a CAGR of c.30% over the past five years. Moreover, leveraging its early mover's advantage in acquiring and operating offshore wind power projects in the UK and waste-to-energy power projects in Thailand, the Group expands its international footprints by further developing overseas renewable energy projects.
· The Group's total revenue increased steadily from RMB27,894.6 million in 2017 to RMB36,485.8 million in 2018 and further to RMB37,752.0 million in 2019, with a CAGR of 16.3%. In the same periods, the Group's net profit from continuing operations was RMB7,115.6 million, RMB8,976.3 million and RMB8,612.9 million, respectively, its profit attributable to owners of the Company was RMB3,232.3 million, RMB4,329.2 million and RMB4, 726 . 5 million, and the net cash flows generated from operating activities was RMB18,089.9 million, RMB19,132.9 million and RMB 20,235.5 million, respectively.
SDIC Power Holdings CO., LTD
X U Xinlan
+86 10 8800 6327
Citigate Dewe Rogerson
+44 7768 897722
+44 7852 210329
+44 7768 981763
Citigate Dewe Rogerson
+86 10 6567 5056
+86 10 6567 7550
Important Legal Information
The contents of this announcement have been prepared by and are the sole responsibility of the Company.
The information contained in this announcement is for background purposes only and does not purport to be full or complete nor does it constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy any securities in any jurisdiction including the United States, or a recommendation in respect of buying, holding or selling any securities. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of relevant laws of such jurisdiction. This announcement does not constitute or form a part of any offering or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States, Australia, Canada, Japan or South Africa. The GDRs referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The GDRs are being offered and sold outside the United States in "offshore transactions" within the meaning of Regulation S under the Securities Act. The GDRs may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
This announcement is only addressed to and directed at persons in Member States of the European Economic Area ("Member States") and the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") and related implementation measures ("Qualified Investors"). In addition, in the United Kingdom, this announcement is only addressed to and directed at Qualified Investors who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or who fall within Article 49 of the Order or any other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on: (i) in the United Kingdom, by persons who are not relevant persons; and (ii) in any Member State by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, relevant persons; and (ii) in any Member State, Qualified Persons and other persons who are permitted to subscribe for the GDRs described herein pursuant to an exemption from the Prospectus Regulation and other applicable legislation, and will only be engaged in with such persons.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
To the fullest extent permitted under applicable laws, the Company and each of the Joint Bookrunners and their respective affiliates as defined under Rule 501(b) of Regulation D under the Securities Act, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future development or otherwise.
Any subscription or purchase of GDRs in the proposed Offering should be made solely on the basis of information contained in the Prospectus which is expected to be issued by the Company in connection with the Offering. The information in this announcement is subject to change. Before subscribing for or purchasing any GDRs, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not form the basis of or constitute any offering or invitation to sell or issue, or any solicitation of any offering to purchase or subscribe for any GDRs or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
The timing of Admission may be influenced by a variety of factors which include market conditions. There is no guarantee that Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of GDRs can decrease as well as increase. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. Before purchasing any securities in the Company, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, if published. Potential investors should consult a professional advisor as to the suitability of the proposed Offering for the person concerned.
None of the Joint Bookrunners or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
Goldman Sachs International and HSBC Bank plc are each authorised by the United Kingdom Prudential Regulation Authority (the "PRA") and regulated by the FCA and PRA in the United Kingdom. UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland and in the United Kingdom is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA. China International Capital Corporation (UK) Limited is regulated by the FCA in the United Kingdom. CLSA Limited is licensed by the Securities and Futures Commission of Hong Kong.
The Joint Bookrunners are acting exclusively for the Company and no one else in connection with the Offering and will not be responsible to any other person as their respective clients in relation to the Offering and for providing the protections afforded to their respective clients or for providing advice in relation to the Offering or any transaction or arrangement referred to herein.
In connection with the Offering, the Joint Bookrunners and/or any of their respective affiliates may subscribe for the GDRs and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such GDRs, any other securities of the Company or other related investments in connection with the Offering or otherwise. Accordingly, any references in the Prospectus, if published, to the GDRs being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and/or any of their respective affiliates acting in such capacity. In addition, certain of the Joint Bookrunners or their affiliates may enter into financing or hedging arrangements (including swaps or contracts for differences) with investors in connection with which such Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of GDRs. Neither the Joint Bookrunners nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
In connection with the Offering, Goldman Sachs International (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot GDRs or effect other transactions with a view to supporting the market price of the GDRs at a level higher than that which might otherwise prevail in the open market. Deferred settlement arrangements have been made with the Cornerstone Investor in order to allow the Stabilising Manager to over-allot GDRs to facilitate any stabilisation action by the Stabilising Manager. However, there is no assurance that the Stabilising Manager (or persons acting on its behalf) will undertake stabilisation action. Any stabilisation action may begin on the date of adequate public disclosure of the Offer Price and, if begun, may be ended at any time but must end no later than 30 calendar days thereafter (the "Stabilisation Period"). Any stabilisation action must be undertaken in accordance with applicable laws and regulations. Save as required by law or regulation, the Stabilising Manager does not intend to disclose the extent of any over-allotments made and/or stabilisation transactions concluded in relation to the Offering.
In connection with the Offering, the Stabilising Manager may, for stabilisation purposes and subject to the deferred settlement arrangements described above, over-allot GDRs up to a maximum of 10% of the total number of GDRs comprised in the Offering (excluding the Over-allotment GDRs). For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of GDRs effected by it during the Stabilisation Period, the Stabilising Manager will enter into over-allotment arrangements pursuant to which the Stabilising Manager may purchase or procure purchasers for additional GDRs up to a maximum of 10% of the total number of GDRs comprised in the Offering (excluding the Over-allotment GDRs ) at the Offer Price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the pricing date of the GDRs. Any Over-allotment GDRs made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the GDRs, will be purchased on the same terms and conditions as the GDRs being issued or sold in the Offering and will form a single class for all purposes with the other GDRs.
For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the GDRs have been subject to a product approval process, which has determined that such GDRs are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the GDRs may decline and investors could lose all or part of their investment; the GDRs offer no guaranteed income and no capital protection; and an investment in the GDRs is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the possible Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the GDRs.
Each distributor is responsible for undertaking its own target market assessment in respect of the GDRs and determining appropriate distribution channels.