FORWARD TOGETHER Corporate Governance and Other Information 46 CONVERTIBLE BONDS ISSUED In September 2020, the Company completed the issuance of US$350 million 1.50 per cent convertible bonds due 2025 (the “Bonds”) to professional and institutional investors. The Bonds may be converted into shares of the Company at the conversion price of HK$32.13 per share (subject to adjustment) and assuming full conversion of the Bonds, the Bonds will be converted into 84,427,015 shares, representing approximately 2.77% of the then issued share capital of the Company and approximately 2.69% of the then issued share capital of the Company as enlarged by the issue of such conversion shares (assuming that there is no other change to the issued share capital of the Company). The Bonds are listed and traded on the Singapore Exchange Securities Trading Limited. The net proceeds from the Bond Issue, after deducting fees, commission and expenses payable in connection with the Bond Issue, was approximately US$345.0 million, which the Company is using for refinancing of existing borrowings, financing of potential acquisition and investment opportunities as well as the working capital requirements and the general corporate purposes of the Group. Based on the net proceeds and assuming the full conversion of the Bonds, the net price per share is approximately HK$31.67. As of 30 June 2023, the net proceeds were fully utilized for the purposes as disclosed in the Company’s announcement dated 10 September 2020. The Directors believe that the Bond Issue will bring about a diversification of funding sources and expansion of investor base. This is the first convertible bond issue for the Company, and is in line with its capital management strategy. During the six months ended 30 June 2023, there was no conversion of convertible bonds. Details of the convertible bonds balance as of 30 June 2023 is disclosed in Note 19 to the unaudited condensed consolidated financial information. MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES Reference is made to announcement of the Company dated 12 January 2023 in relation to the (i) subscription of Shares in BW Industrial Development Joint Stock Company (“BW”); (2) framework agreement on services; and (3) disposal of shares in certain joint venture companies and termination of continuing connected transactions. The subscription of BW shares was completed on 12 January 2023 of which BW issued and allotted 168,358,478 ordinary shares to ESR V Investor 5 Pte Ltd (a wholly-owned subsidiary of the Company), representing 10.89% of the enlarged issued charter capital of BW immediately upon completion of the subscription. The total consideration of US$207,777,778 was satisfied in cash. On 12 January 2023, ESR V Investment Holding Pte Ltd (a wholly-owned subsidiary of the Company) entered into the termination agreements to terminate the management agreements with each of the BW’s joint ventures (“BW Management Agreements”). On the same day, ESR V Investor 1 Pte Ltd and ESR V Investor 2 Pte Ltd (both are wholly-owned subsidiaries of the Company) entered into agreement to sell its 49% interest in each TH1 Holdco Joint Stock Company and TH2 Holdco Joint Stock Company to Cong Ty Co Phan Sao Hoa Toan Quoc (a subsidiary of BW) for a consideration of VND524,276,000,000 and VND227,516,000,000 respectively. For detailed information, please refer to the Company’s announcement dated 12 January 2023. Save as disclosed above, during the six months ended 30 June 2023, there were no other material acquisitions and disposals of subsidiaries, associates and joint ventures.
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