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Published on 4/20/2006 in the Prospect News Convertibles Daily and Prospect News Emerging Markets Daily.

New Issue: Fong's Industries prices HK$800 million five-year 0% convertibles at 4.35%, up 35%

By Kenneth Lim

Boston, April 20 - Fong's Industries Co. Ltd. has priced HK$800 million of five-year zero-coupon convertible unsubordinated unsecured notes to yield 4.35% with an initial conversion premium of 35%.

The convertibles were offered at par and may be redeemed at maturity at 124.01% of the principal. The total deal amount includes HK$200 million of over-allotment options already exercised.

Deutsche Bank was the bookrunner.

The initial conversion price is HK$8.37, but it may be adjusted downward every year if the stock falls below the conversion price. There is a floor of 80% of the initial conversion price on the conversion price resets.

The convertibles are non-callable until Nov. 10, 2008, after which they may be called if the Fong's Industries stock exceeds 130% of the conversion price. Convertible holders also have a put option on Nov. 10, 2008, and in a change-of-control situation.

Fong's Industries will list the securities in Hong Kong.

Fong's Industries is a Hong Kong-based maker of textile dyeing and finishing machinery.

Issuer:Fong's Industries Co. Ltd.
Issue:Convertible unsubordinated unsecured notes
Bookrunner:Deutsche Bank
Amount:HK$800 million, including HK$200 million greenshoe already exercised
Maturity:May 10, 2011
Coupon:0%
Price:Par of HK$10,000
Yield:4.35%
Redemption price:124.01%
Conversion premium:35%
Conversion price:HK$8.37, subject to downward adjustments every year with a floor at 80% of the initial conversion price if the stock falls below the conversion price
Conversion ratio:1,194.7431
Takeover protection:Change-of-control put
Call protection:Non-callable for two years, after that subject to 130% stock price threshold
Puts:Year two
Pricing date:April 19
Settlement date:May 10
Listing:Hong Kong Stock Exchange
Stock symbol:Hong Kong: 0641
Stock price:HK$6.20 at close April 19

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