WCC West China

 

TIDMWCC 
 
RNS Number : 7972Q 
West China Cement Limited 
10 August 2010 
 

HKEx Listing and Global Offering Details 
10 AUGUST 2010 
Unless otherwise defined in this announcement, terms defined in the prospectus 
dated 10 August 2010, 2010 (the "Prospectus") issued by West China Cement 
Limited (the "Company or WCC") have the same meanings when used in this 
announcement. 
 
This announcement is for information purposes only and does not constitute an 
invitation or offer to acquire, purchase or subscribe for the Shares. Potential 
investors should read the Prospectus for detailed information about the Global 
Offering described below before deciding 
whether or not to invest in the Shares thereby being offered. 
 
The information contained herein does not constitute or form part of any offer 
of securities for sale in the United States. The Offer Shares have not been and 
will not be registered under the United States Securities Act of 1933, as 
amended (the "US Securities Act"), or any state securities laws of the United 
States and may not be offered or sold in the United States absent registration 
or an exemption from registration under the US Securities Act. The Hong Kong 
Offer Shares are being offered and sold outside the United States to non-U.S. 
Persons (as defined in Regulation S under the US Securities Act). No public 
offering of securities will be made by the Company in the United States. 
 
WCC, a leading cement producer in Shaanxi province, is pleased to announce that 
it has released details of the Global Offering and the Listing on the website of 
The Stock Exchange of Hong Kong Limited (the "HKEx") at www.hkexnews.hk. A 
prospectus for the Global Offering has been posted on the website of the HKEx 
and on the Company's website at www.westchinacement.com in the Investor 
Relations section. The Company is also pleased to announce that the Joint Global 
Coordinators, Joint Bookrunners and Joint Sponsors of the Global Offering are 
ICBC International Capital Limited and Deutsche Bank AG, Hong Kong Branch and 
the Joint Lead Managers are ICBC International Securities Limited and Deutsche 
Bank AG, Hong Kong Branch 
 
It is expected that the price for the Global Offering will not be more than 
HK$1.69 per ordinary share of GBP0.002 to be offered in the Global Offering 
("Offer Share") and is expected to be not less than HK$1.21 per Offer Share, 
with 50 HK Share representing 1 ordinary share of GBP0.1 in the Company as a 
consequence of the sub-division of shares which was approved by the shareholders 
of the Company at the Company's EGM on 20 July 2010. 
 
Prior to any exercise of the over-allotment option, the price range implies an 
offering size of approximately HK$ 996,000,000 million to HK$ 1,390,000,000 
million through the issue and allotment of 823,120,000 Offer Shares, 
representing 20 per cent. of the Company's enlarged share capital of the Company 
following completion of the Global Offering. 
 
The Company would also like to point out, for information purposes only, that as 
at 9 August the HK Dollar GB Pound exchange rate is approximately HKD 12.4 to 
GBP 1. 
 
THE GLOBAL OFFERING 
 
A summary of the indicative details of the Global Offering is set out below: 
Number of Offer Shares : a total of 823,120,000 Offer Shares representing 20% of 
the Company's enlarged share capital of the Company upon completion of the 
Global Offering (taking no account of any Shares which may be issued and 
allotted by the Company pursuant to the exercise of the Over-allotment Option) , 
to be offered as follows: 
Ø Number of Hong Kong Offer Shares : 82,312,000 Shares, representing 10% of the 
number of Offer Shares (subject to adjustment) 
Ø Number of International Placing Shares : 740,808,000 Shares representing 90% 
of the number of Offer Shares (subject to adjustment and the Over-allotment 
Option) 
Maximum Offer Price : HK$1.69 per Offer Share (payable in full on application in 
Hong Kong dollars, plus brokerage of 1%, SFC transaction levy of 0.004% and 
Stock Exchange trading fee of 0.005% subject to refund on final pricing) 
 
 
 
DETAILS OF OVER-ALLOTMENT OPTION 
 
In addition, and in connection with the International Placing, the Company will 
grant the Over-allotment Option to the International Underwriters, exercisable 
by the Joint Global Coordinators on behalf of the International Underwriters, 
within 30 days from the last day for the lodging of applications under the Hong 
Kong Public Offer. Pursuant to the Over-allotment Option, the Company is 
required to issue up to an aggregate of 123,468,000 additional new Shares, 
representing 15 per cent. of the Offer Shares initially offered under the Global 
Offering, upon the exercise of the Over-allotment Option. If the Over-allotment 
Option is exercised in full, the additional Shares will represent approximately 
2.91% of the enlarged issued share capital of the Company following the 
completion of the Global Offering and the exercise of the Over-allotment Option. 
In the event that the Over-allotment Option is exercised, an announcement will 
be made. 
 
USE OF PROCEEDS 
 
Assuming the Over-allotment Option is not exercised and assuming the Offer Price 
is fixed at HK$1.45 per Offer Share (being the mid-point of the indicative range 
of the Offer Price of HK$1.21 to HK$1.69 per Offer Share), the net proceeds of 
the Global Offering, after deducting underwriting fees and estimated expenses 
payable by us in connection with the Global Offering, are estimated to be 
approximately HK$1,089 million (approx US$140). The Company intends to use the 
net proceeds as follows: 
 
l  approximately 46% for capacity expansion, including approximately HK$287 
million (equivalent to approximately RMB250 million) to install residual heat 
recovery systems, half of which is expected to be incurred in 2010 and the 
remaining half in 2011, and approximately HK$212 million (equivalent to 
approximately RMB185 million) to fund any future acquisition (including the 
potential acquisition of Jianghua Cement); and 
l  approximately 54% for repayment of the Company's loans and related interests, 
including the ICBCI Facility of US$50 million and US$25 million of the ICBC 
Facility promptly after Listing. 
 
The foregoing represents the Company's our current intentions with respect to 
the use of the net proceeds of the Global Offering based upon its current plans 
and current business conditions. Pending use of any net proceeds, the Company 
intends to invest such net proceeds in short-term, interest-bearing deposits 
with commercial banks. 
 
In the event that the Offer Price is finally determined at the highest end of 
the indicative Offer Price range, being HK$1.69 per Offer Share, the net 
proceeds from the Global Offering will increase to approximately HK$1,280 
million, as compared with the above computation which is based on the mid-point 
of the indicative Offer Price range. The Company intends to apply such 
additional net proceeds for capacity expansion and general working capital 
purposes. 
 
In the event that the Offer Price is finally determined at the lowest end of the 
indicative Offer Price range, being HK$1.21 per Offer Share, the net proceeds 
from the Global Offering will decrease to approximately HK$897 million, as 
compared with the above computation which is based on the mid-point of the 
indicative Offer Price range. 
 
The additional net proceeds if the Over-allotment Option is exercised in full, 
are currently estimated to be approximately HK$174 million (assuming an Offer 
Price of HK$1.45 per Share, being the mid-point of the proposed Offer Price 
range). The Company intends to apply the additional net proceeds for capacity 
expansion and general working capital purposes. 
 
Commenting on the HKEx Listing and Global Offering, Mr. Zhang Jimin, Chairman 
and CEO said "The London AiM market has given West China Cement an excellent 
platform for our growth from a 1.5m ton cement Company into one of the largest 
producers in Shaanxi Province with capacity of over 12.5m tons by early 2011. 
Our fund raising and listing on the HKEx will provide the Company with the 
financial strength to pursue our acquisition growth strategy and reach our goals 
of becoming a major western China cement producer. Although we are sad to be 
leaving the AIM market, we are glad that our shareholders are willing to follow 
us to Hong Kong to pursue our growth opportunities in western China." 
 
For further enquiries, please contact: 
West China Cement Limited 
Po Ling Low, Tel: +86 139 1088 6649 
Anthony Schindler, Tel: +44 7710 1789 28 
 
NCB Stockbrokers Limited 
Christopher Caldwell, Shane Lawlor Tel: +44 20 7071 5200 
Citigate Dewe Rogerson Asia 
Mill Seen, Tel: +852 2533 4612 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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