China Investment Corporation

November 21, 2013 20:54 ET

China Investment Corporation Issues the Following Press Release in Accordance with Canadian Securities Administrators' National Investment 62-103

TORONTO, ONTARIO--(Marketwired - Nov. 21, 2013) - China Investment Corporation issues the following press release in accordance with Canadian Securities Administrators' National Investment 62-103:

  1. Name and address of the offeror

    China Investment Corporation, by its indirectly wholly-owned subsidiary Land Breeze II S.à r.l. ("LB")
    c/o China Investment Corporation
    16F-19F, New Poly Plaza
    No. 1 Chaoyangmen Beidajie
    Dongcheng
    Beijing 100010
    China
  2. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.

    China Investment Corporation previously filed early warning reports in respect to a US$500 million convertible debenture (the "Debenture") LB purchased from SouthGobi Energy Resources Ltd. ("SouthGobi") and in respect to the exercise on March 29, 2010 of SouthGobi's right to call for the conversion of up to US$250 million of the Debenture. China Investment Corporation is a sovereign wealth fund of the People's Republic of China.

    Pursuant to the Debenture, since March 29, 2010, LB has acquired ownership of 6,206,833 common shares of SouthGobi, which includes 375,297 common shares issued on January 6, 2011, 521,926 common shares issued on January 20, 2012, 1,846,630 common shares issued on September 20, 2013 and 3,462,980 common shares issued on November 21, 2013, in each case, in satisfaction of the paid in kind component of the interest accrued on the Debenture.
  3. The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release.

    After giving effect to the issuances noted in item 2 above, LB owns and controls 30,849,444 common shares of SouthGobi representing approximately 16.47% of the issued and outstanding common shares of SouthGobi as of November 21, 2013. LB also continues to own US$250 million of principal amount under the Debenture which, if converted at the current conversion price of Cdn$8.88 (and the currency exchange rate of 0.9518) would represent approximately 29.6 million additional common shares. If the Debenture in the principal amount of US$250 million that remains outstanding after the issuances noted in item 2 above is fully converted into SouthGobi common shares at the current conversion price of Cdn$8.88 and the currency exchange rate of 0.9518 then, together with the actual common shares owned or controlled by LB as of the date hereof, LB would own or control a total of approximately 60.4 million common shares or approximately 27.86% of the common shares of SouthGobi.
  4. The name of the market in which the transaction or occurrence that gave rise to the news release took place.

    Not applicable. New shares were issued by SouthGobi in satisfaction of the paid in kind component of the interest accrued on the Debenture.
  5. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.

    The aggregate amount of interest in respect of which the 6,206,833 common shares were issued was US$16 million. The January 6, 2011 common shares were issued at a price of Cdn$10.91 per share. The January 20, 2012 common shares were issued at a price of Cdn$7.86 per share. The September 20, 2013 common shares were issued at a price of Cdn$2.16 per share. The November 21, 2013 common shares were issued at a price of Cdn$1.21 per share.
  6. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.

    LB holds SouthGobi common shares and the Debenture for investment purposes. LB has rights under the Debenture to convert the remaining US$250 million principal amount under the Debenture into common shares of SouthGobi. Subject to applicable regulatory and contractual restrictions LB may from time to time dispose of or acquire additional securities of SouthGobi.

A copy of the amended early warning report to which this press release relates has been filed on www.sedar.com under SouthGobi's issuer profile.

China Investment Corporation
16F-19F, New Poly Plaza
No. 1 Chaoyangmen Beidajie
Dongcheng
Beijing 100010
China

Contact Information

  • China Investment Corporation
    Xiaohan Yu
    +86 (10) 6408-6277
    +86 (10) 6408-6908 (FAX)