China Investment Corporation - Press Release
TORONTO, March 31 /CNW/ - 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.a.r.l. ("LB") c/o China Investment Corporation 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 an early warning report in respect to a US$500 million secured convertible debenture (the "Debenture") LB purchased from SouthGobi Energy Resources Ltd. ("SouthGobi"). China Investment Corporation is a sovereign wealth fund of the People's Republic of China. Pursuant to the Debenture on March 29, 2010, SouthGobi exercised its right to call for the conversion of US$250 million of the Debenture and LB has acquired 21,560,961 common shares of SouthGobi. 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 conversion noted in item 2 above and, together with a total of 3,081,650 of SouthGobi shares purchased by LB in conjunction with a global offering of shares by SouthGobi and pursuant to a Cornerstone Investment Agreement LB entered into with SouthGobi and its underwriters in January 2010, LB owns and controls 24,642,611 common shares of SouthGobi, representing approximately 13.4% of the issued and outstanding common shares of SouthGobi as of March 29, 2010. LB also continues to own US$250 million of principal amount under the Debenture which, if converted at the current conversion price of Cdn. $11.88 (and the currency exchange rate of 0.9801) would represent approximately 21.5 million additional common shares. If the Debenture in the principal amount of US$250 million that remains outstanding after the conversion noted in item 2 above were fully converted into SouthGobi common shares at the current conversion price of Cdn. $11.88 and the currency exchange rate of 0.9801 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 46.1 million common shares or approximately 22.5% 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. New shares issued by SouthGobi pursuant to the full exercise by SouthGobi of its rights under the existing Debenture to cause the conversion of up to 50% of the Debenture into common shares upon a qualified public offering. 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. US$250 million of the principal amount under the Debenture was converted into common shares at the price of Cdn$11.88 per common share, in accordance with the terms of the Debenture. 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 after November 19, 2010. 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 New Poly Plaza No. 1 Chaoyangmen Beidajie Dongcheng Beijing 100010 China
For further information: please contact China Investment Corporation, Shuilin Wang, +86 (10) 6408 6277, +86 (10) 6408-6908 (FAX)
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