Sino Grandness

[Boon]

Boon,

As postuser have said, net profit figures need to be adjusted to get the right number.

and

"For CB1:
ACP (CB1) = 80.5 / ( 5 x 117.3) = 13.7%

ASSUME the above apllies to CB2 (I have to check on this)

ACP (CB2) = 270 / ( 5 x 117.3) = 46.0%

That is my intepretation. "

Is your interpretation right ? Then how come in page 86 of the annual report it states

"a cap that limits the number of shares that the entity is required to deliver no more than 19.9% of the total issued share capital of Garden Fresh (HK) in order to prevent excessive dilution of the existing shareholders through the issue of new shares" for the 2011 CBs

and page 90 it says

"a cap that limits the number of shares that the entity is required to deliver no more than 30% of the total issued share capital of Garden Fresh (HK) in order to prevent excessive dilution of the existing shareholders through the issue of new shares" for the 2012 CBs

This total 49.9% maximum dilution, compared to yours of 59.7% (46%+13.7%). This issue of maximum dilution was clarified in a 2012 EGM already.

Hi crubs,

My point is without the cap, the total maximum dilution could possibly be more than 50%. The mechanism to control CB1 from owning more than 19.9 % of the total shares is to pay CASH. Hence, there is a price to pay which needs to be taken into consideration in assessing the overall benefit to SG from the proposed IPO.
   
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Page 13 of CB1 document dated 28-Sep-2011

Notwithstanding anything contained above, if the Conversion Right in respect of one or more Bonds is exercised pursuant to the condition set out under paragraph 9 of this Annex A such that the Shares to be issued on such conversion would otherwise represent greater than 19.9 per cent. of the issued share capital of the HK Issuer (taking into account the share capital issued upon listing of the Qualifying IPO, if applicable), the number of such Shares to be issued in respect thereof shall be calculated by the HK Issuer on the basis that such Shares will be issued to each converting Bondholder (on a pro rata basis) in such number such that they shall represent no more than 19.9 per cent. of the issued share capital of the HK Issuer (taking into account the share capital issued upon listing of the Qualifying IPO, if applicable), rounded down to the nearest whole number of Shares. In such event, the HK Issuer will upon conversion of such Bonds pay in cash (in Renminbi by means of a Renminbi cheque drawn on a bank in Hong Kong) a sum equal to (1) such portion of the Principal Amount of the Convertible Bonds (the “Cash Portion”) evidenced by the Certificate deposited in connection with the exercise of Conversion Rights, aggregated as provided in the condition set out under paragraph 9 of this Annex A, as corresponds to the number of Shares not issued as a result of such issuance representing greater than 19.9 per cent. of the issued share capital of the HK Issuer (taking into account the share capital issued upon listing of the Qualifying IPO, if applicable) and (2) the product of the Upside Amount multiplied by the Cash Portion determined pursuant to (1).
“Upside Amount” means (1.25)^X, where X is the number of calendar days from and including the Issue Date to but excluding the Redemption Date divided by 365. 
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