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Published on 11/10/2010 in the Prospect News Convertibles Daily and Prospect News Liability Management Daily.

China Nickel wraps exchange offer, gets consents to amend convertibles

By Marisa Wong

Madison, Wis., Nov. 10 - China Nickel Resources Holdings Co. Ltd. said that holders of HK$1.37 billion of the company's HK$2 billion zero-coupon convertible bonds due 2012 tendered their bonds for exchange.

China Nickel began an exchange offer and consent solicitation on Oct. 19. The exchange offer for the outstanding convertibles, totaling HK$1.19 billion, expired at 11 a.m. ET on Nov. 8.

The company is also seeking to remove a Dec. 12 put option. The bondholders voted in favor of the amendment at a meeting on Nov. 10.

As previously reported, a quorum of two or more people holding at least two-thirds of the bonds is required, and at least three-quarters of the votes cast at the meeting must be in favor of the amendment in order for it to pass.

On Nov. 10, 13,738 holders, or 99.927% of all votes cast and 97.779% of all votes attached to outstanding bonds, voted in favor of the resolution, and 10 holders, or 0.073% of all votes cast and 0.071% of all votes attached to outstanding bonds, voted against.

In the exchange offer, the company is offering HK$20,000 in cash plus HK$100,000 principal amount of new 10% convertible bonds due Dec. 12, 2012 for each HK$100,000 principal amount of convertibles.

The company will issue up to HK$1,405,000,000 of the new convertibles.

The conversion price will be HK$1.541.

The new convertibles will be callable if the company's share price is at least 130% of the early redemption amount divided by the conversion ratio for 20 out of 30 consecutive trading days. There is a change-of-control put option.

If the convertibles are not called or put, the convertibles will be redeemed at maturity at 131.1699% of par.

J.P. Morgan Securities (Asia Pacific) Ltd. was the consent solicitation agent.

China Nickel is a Hong Kong-based steel producer.


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