SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2005
PETROCHINA COMPANY LIMITED
16 ANDELU, DONGCHENG DISTRICT
BEIJING, THE PEOPLE'S REPUBLIC OF CHINA, 100011
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
--- ---
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
--- ---
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
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PetroChina Company Limited (the "Registrant") is furnishing under the cover
of Form 6-K the Registrant's announcement with respect to its placing of new H
shares and resumption of trading.
The Stock Exchange of Hong Kong Limited (the "STOCK EXCHANGE") takes no
responsibility for the contents of this announcement, makes no representation as
to its accuracy or completeness and expressly disclaims any liability whatsoever
for any loss howsoever arising from or reliance upon the whole or any part of
the contents of this announcement.
The securities have not been registered under the United States Securities Act
of 1933, as amended (the "U.S. SECURITIES ACT") and may not be offered or sold
in the United States or to U.S. persons unless the securities are registered
under the U.S. Securities Act, or an exemption from the registration
requirements of the U.S. Securities Act is available. This announcement does not
constitute an offer of any securities for sale.
In connection with the Placing, Goldman Sachs (Asia) L.L.C. (the "STABILIZING
MANAGER"), and/or its affiliates and agents, on behalf of the Underwriters, may
over-allocate or effect any other transactions with a view to stabilizing or
maintaining the market price of the H Shares (as defined below) at a level
higher than that which might otherwise prevail for a limited period commencing
from the date of this announcement. The stabilizing action which may be taken by
the Stabilizing Manager may include primary and ancillary stabilizing action
such as purchasing or agreeing to purchase any of the H Shares, exercising the
Managers' Option (as defined below), stock borrowing, establishing a short
position in the H Shares, liquidating long positions in the H Shares or offering
or attempting to do any such actions. Any market purchases will be effected in
compliance with all applicable laws and regulatory requirements, including the
Securities and Futures (Price Stabilizing) Rules made under the Securities and
Futures Ordinance (Cap. 571 of the Laws of Hong Kong). However there is no
obligation on the Stabilizing Manager to conduct any such stabilizing activity,
which if commenced, may be discontinued at any time. Any such stabilizing
activity is required to be brought to an end after a limited period which begins
on the date after the Purchase Price is announced and ends on the 30th day after
the Completion Date. The stabilizing period is expected to expire on 15 October
2005 and after this date, no further stabilizing action may be taken. Demand for
the H Shares, and therefore their price, could fall. The number of H Shares
being offered in the Placing may be increased by up to an aggregate of
351,648,000 additional H Shares through the exercise of the Managers' Option
granted to the Stabilizing Manager on behalf of the Underwriters by the Company
and the Selling Shareholder, exercisable by the Stabilizing Manager on behalf of
the Underwriters and after consultation with the Underwriters, to, amongst other
things, cover over-allocations in the Placing.
("PETROCHINA LOGO")
PETROCHINA COMPANY LIMITED*
(a joint stock company incorporated in
the People's Republic of China with limited liability)
(Stock Code: 0857)
PLACING OF NEW H SHARES AND RESUMPTION OF TRADING
Sole Global Coordinator
("GOLDMAN SACHS LOGO")
GOLDMAN SACHS (ASIA) L.L.C.
Joint Bookrunners and Underwriters
(in alphabetical order)
("CITIGROUP LOGO")
CITIGROUP GLOBAL MARKETS HONG KONG FUTURES AND SECURITIES LIMITED
("DEUTSCHE BANK LOGO")
DEUTSCHE BANK AG, HONG KONG BRANCH
("GOLDMAN SACHS LOGO")
GOLDMAN SACHS (ASIA) L.L.C.
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On 31 August 2005, PetroChina Company Limited (the "COMPANY") entered into an
underwriting agreement (the "UNDERWRITING AGREEMENT") with Citigroup Global
Markets Hong Kong Futures and Securities Limited, Deutsche Bank AG, Hong Kong
Branch and Goldman Sachs (Asia) L.L.C. (the "UNDERWRITERS"), as joint
bookrunners and underwriters, in relation to the placing (the "PLACING") of an
aggregate of 3,164,834,000 new overseas-listed foreign-invested shares of
RMB1.00 each ("H SHARES") in the capital of the Company (the "INITIAL PLACING
SHARES") at a price of HK$6.00 per Initial Placing Share (the "PURCHASE PRICE").
The Initial Placing Shares comprises of (1) 2,877,121,818 H Shares (the "NEW
SHARES") to be allotted and issued by the Company in connection with the
Placing, and (2) 287,712,182 H Shares (the "NSSF SHARES") to be allotted and
issued by the Company upon the conversion of the same number of existing
domestic legal person shares by the National Council for the Social Security
Fund (the "NSSF").
In addition, an option (the "MANAGERS' OPTION") has been granted to the
Stabilizing Manager on behalf of the Underwriters pursuant to which the
Stabilizing Manager may require the Company to issue up to an additional
319,680,000 H Shares and NSSF to sell up to an additional 31,968,000 H Shares
(together, the "OPTION SHARES" and, together with the Initial Placing Shares,
the "PLACING SHARES") at the Purchase Price as further described under the
heading "MANAGERS' OPTION" below.
The Initial Placing Shares represent approximately 18.00% of the existing issued
H share capital of the Company and approximately 15.25% of the issued H share
capital of the Company as enlarged by the issue of the Initial Placing Shares.
If the Managers' Option is exercised in full, the Placing Shares represent
approximately 20.00% of the existing issued H share capital of the Company and
approximately 16.67% of the issued H share capital of the Company as enlarged by
the issue of the Placing Shares.
The net proceeds of the Placing of new H Shares by the Company will be
approximately HK$17,002 million (and HK$18,891 million if the Managers' Option
is exercised in full) after deducting the commission and expenses of the
Placing. The Company intends to use the net proceeds from the Placing of the new
H Shares by the Company for its business development, including the funding of
any domestic and/or international acquisitions that may be made by the Company.
As at the date of this announcement, the Company has not entered into any
agreement in relation to future acquisitions. In the event the Company enters
into any such agreements, it will comply with the relevant requirements under
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the "LISTING RULES").
Trading in the H Shares on the Stock Exchange was suspended from 9:30 a.m. on 31
August 2005 at the request of the Company, and application has been made to the
Stock Exchange to resume trading in the H Shares with effect from 9:30 a.m. on 1
September 2005. Trading in the Company's American Depository Shares (the "ADSS")
on the New York Stock Exchange, Inc. (the "NYSE") was suspended from 9:30 a.m.
(New York time) on 31 August 2005 at the request of the Company, and a request
has been made to resume trading in the ADSs with effect from 9:30 a.m. (New York
time) on 1 September 2005.
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THE UNDERWRITING AGREEMENT
Date: 31 August 2005
Parties: (1) The Company
(2) The Underwriters, as joint bookrunners and underwriters
PLACING AND MANAGERS' OPTION
Each of the Underwriters agrees to procure, as agent for the Company, purchasers
to purchase, or to purchase itself from the Company, the Initial Placing Shares.
Goldman Sachs (Asia) L.L.C. is the Sole Global Coordinator of the Placing.
The Managers' Option has been granted to the Underwriters exercisable by Goldman
Sachs (Asia) L.L.C. on behalf of the Underwriters and after consultation with
the Underwriters to require the Company to issue up to an additional 319,680,000
H Shares and NSSF to sell up to an additional 31,968,000 H Shares at the
Purchase Price for the purpose of, among other things, covering over-allocations
in connection with the Placing. Any such election in respect of Option Shares
may be exercised in whole or in part on one or more occasions at any time up to
the thirtieth day after the Completion Date. In the event that the Managers'
Option is exercised, a press announcement will be made.
PLACEES
The Placing Shares will be sold to professional and institutional investors who
are independent of and not connected persons (as defined in the Listing Rules)
of the Company or its subsidiaries. The placees will not be less than six in
number.
INDEPENDENCE OF THE UNDERWRITERS
The Underwriters are not connected persons of the Company or any of its
subsidiaries.
NUMBER OF PLACING SHARES
The Initial Placing Shares of 3,164,834,000 H Shares and the Option Shares of up
to 351,648,000 H Shares comprise of (1) 2,877,121,818 New Shares and up to
319,680,000 Option Shares to be allotted and issued by the Company in connection
with the Placing, and (2) 287,712,182 NSSF Shares and up to 31,968,000 Option
Shares to be allotted and issued by the Company upon the conversion of the same
number of existing domestic legal person shares by the NSSF.
The Initial Placing Shares represent approximately 18.00 per cent. and 1.80 per
cent., respectively, of the existing issued H share capital and the registered
capital of the Company prior to the Placing and approximately 15.25 per cent.
and 1.77 per cent., respectively, of the existing issued H share capital and the
registered capital of the Company as enlarged by the new Initial Placing Shares.
If the Managers' Option is exercised in full, the Placing Shares represent
approximately 20.00% of the existing issued H share capital of the Company and
approximately 16.67% of the issued H share capital of the Company as enlarged by
the issue of the Placing Shares.
PURCHASE PRICE
HK$6.00 per Placing Share, representing:
(i) a discount of approximately 2.4 per cent. to the ex-dividend closing price
of approximately HK$6.15 per H Share on the Stock Exchange on 30 August
2005 (the Last Dealing Date), being the date immediately preceding the
date of the Underwriting Agreement and the last day of trading in the H
Shares on the Stock Exchange prior to the date of this announcement; (note
1) (note 3)
(ii) a discount of approximately 4.0 per cent. to the average ex-dividend
closing price of approximately HK$6.25 per H Share for the last five
trading days on the Stock Exchange up to and including the Last Dealing
Date; (note 2) (note 3)
(iii) a discount of approximately 4.7 per cent. to the average ex-dividend
closing price of approximately HK$6.29 per H Share for the last ten
trading days on the Stock Exchange up to and including the Last Dealing
Date; (note 2) (note 3)
(iv) a discount of approximately 4.8 per cent. to the last closing price of
HK$6.30 per H Share on the Stock Exchange on the Last Dealing Date;
(v) a discount of approximately 6.3 per cent. to the average last closing
price of approximately HK$6.40 per H Share for the last five trading days
on the Stock Exchange up to and including the Last Dealing Date; and
(vi) a discount of approximately 6.9 per cent. to the average last closing
price of approximately HK$6.45 per H Share for the last ten trading days
on the Stock Exchange up to and including the Last Dealing Date.
Notes:
(1) The closing price for 30 August 2005 is an ex-dividend price, after
deducting the HK$0.151333 interim dividend from the cum-dividend closing
price of HK$6.30 on that day.
(2) The average closing price is an ex-dividend average closing price,
calculated by deducting the HK$0.151333 interim dividend from the
cum-dividend closing prices for the most recent four trading days, being
the four trading days since the declaration of the interim dividend.
(3) The Board declared an interim dividend of RMB0.157719 (inclusive of
applicable tax) for the six months ended 30 June 2005 on the basis of 45%
of the net profit for the period. Dividends payable in respect of H Shares
shall be paid in Hong Kong dollars. The amount of Hong Kong dollars
payable shall be calculated on the basis of the average closing exchange
rate between Renminbi and Hong Kong dollars published by the People's Bank
of China during the week before the Board declares the dividend on 24
August 2005, which is RMB1.0422 = HK$1.00. Accordingly, the amount of the
interim dividend payable per H Share will be HK$0.151333.
The Purchase Price was agreed after arm's length negotiation between the Company
and the Underwriters, and was determined by reference to, amongst other things,
the recent trading prices of the H Shares. The effective net Purchase Price is
approximately HK$5.91 per H Share.
CONDITIONS OF THE PLACING
The Placing is conditional upon, inter alia, the Stock Exchange granting listing
of and permission to deal in the Placing Shares and the Underwriting Agreement
not having been terminated by the Underwriters in accordance with the terms
thereof, such as on the grounds of a breach of the representations, warranties
and undertakings of the Company given in the Underwriting Agreement or the
occurrence of certain force majeure events.
SALE BY NSSF
Pursuant to the approval of the State-owned Assets Supervision and
Administration Commission ("SASAC") dated 18 August 2005, SASAC has approved, as
part of the Placing, the allocation of the NSSF Shares from China National
Petroleum Corporation ("CNPC") to the NSSF in accordance with applicable laws
and regulations of the PRC. The NSSF has entrusted the Company to effect a sale
of the NSSF Shares as part of the Placing, and to remit the entire net proceeds
of the sell-down to the NSSF.
COMPLETION OF THE PLACING
Completion is expected to take place on or about 15 September 2005 or such other
time or date as the Company and the Underwriters may agree (the "COMPLETION
DATE"). As stated in the paragraph headed Ranking and Interim Dividend below,
completion will not take place on or prior to 14 September 2005 (the "RECORD
DATE"). As stated in the Company's announcement dated 24 August 2005, an interim
dividend will be paid to shareholders of the Company whose names appear on the
register of members of the Company as at the close of business on the Record
Date. Accordingly, the Placing Shares will not be entitled to the interim
dividend declared by the Board on 24 August 2005.
SHAREHOLDING STRUCTURE OF THE COMPANY
The following table sets out the shareholding structure of the Company on the
date of the Underwriting Agreement and on the Completion Date:
AFTER THE ISSUE OF
AS AT THE DATE OF THE AFTER THE ISSUE OF THE INITIAL PLACING SHARES AND
UNDERWRITING AGREEMENT THE INITIAL PLACING SHARES THE OPTION SHARES
---------------------------------- --------------------------------- ---------------------------------
HOLDER OF
DOMESTIC PERCENTAGE PERCENTAGE PERCENTAGE
SHARES OR OF ISSUED OF ISSUED OF ISSUED
H SHARES NO. OF SHARES SHARE CAPITAL NO. OF SHARES SHARE CAPITAL NO. OF SHARES SHARE CAPITAL
(in millions) (%) (in millions) (%) (in millions) (%)
CNPC 158,241,758,000(1) 90.00 157,954,045,818(2) 88.39 157,922,077,818(3) 88.21
Public 17,582,418,000 10.00 20,747,252,000 11.61 21,098,900,000 11.79
--------------- ------ --------------- ------ --------------- ------
175,824,176,000 100.00 178,701,297,818 100.00 179,020,977,818 100.00
=============== ====== =============== ====== =============== ======
(1) The NSSF Shares and the Option Shares in respect of the NSSF were allocated
from CNPC as approved by SASAC.
(2) Includes the NSSF Shares.
(3) Includes the NSSF Shares and the Option Shares in respect of the NSSF.
GENERAL MANDATE TO ISSUE THE PLACING SHARES
The Placing Shares will be allotted and issued under the general mandate (the
"GENERAL MANDATE") granted to the Board at the last annual general meeting of
the Company held on 26 May 2005. The issue of the Placing Shares was approved by
the China Securities Regulatory Commission (the "CSRC") on 30 August 2005.
REGULATORY APPROVALS
The Company has obtained all relevant PRC regulatory approvals for the Placing,
being approvals from the CSRC, SASAC, NSSF as well as the General Mandate and
Board approval.
UNITED STATES SELLING RESTRICTIONS
The Placing Shares have not been and will not be registered under the U.S.
Securities Act and may not be offered or sold in the United States or to, or for
the account or benefit of, U.S. Persons (as defined under Regulation S of the
U.S. Securities Act) unless the Placing Shares are registered under the U.S.
Securities Act, or an exemption from the registration requirements of the U.S.
Securities Act is available. This Placing will be conducted pursuant to
Regulation S of the U.S. Securities Act and, with respect to that portion of the
Placing Shares to be sold within the United States or to U.S. Persons, pursuant
to an exemption from the registration requirements of the U.S. Securities Act.
During the 40 days immediately following the Completion Date, no H Shares will
be accepted for deposit in the existing ADR facility of the Company.
RANKING AND INTERIM DIVIDEND
The Placing Shares will rank pari passu in all respects with the existing H
Shares in issue on the Completion Date, including the right to receive all
dividends and distributions declared or made after the Completion Date.
As stated in the Company's announcement dated 24 August 2005, the interim
dividend will be paid to shareholders of the Company whose names appear on the
register of members of the Company as at the close of business on the Record
Date. The Completion Date will not take place on or prior to the Record Date.
Accordingly, the Placing Shares will not be entitled to the interim dividend
declared by the Board on 24 August 2005.
LOCK-UP UNDERTAKING
The Company has undertaken to the Underwriters that (except for the sale of the
Placing Shares and, if applicable, the Option Shares) until the date which is
180 days after the date of the Underwriting Agreement, it will not, and will
procure that none of its nominees, companies controlled by it, trusts associated
with it and any other affiliates (whether individually or together and whether
directly or indirectly) will, or will cause any other person to (without the
prior written consent of the Underwriters), (1) offer, lend, pledge, issue,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of (either conditionally or unconditionally, or
directly or indirectly, or otherwise) any domestic shares or H Shares or any
interests therein or any securities convertible into or exercisable or
exchangeable for or substantially similar to any such shares or interests; (2)
enter into any swap or similar agreement that transfers, in whole or in part,
the economic risk of ownership of such shares, whether any such transaction
described in paragraph (1) above is to be settled by delivery of domestic shares
or H Shares or such other securities, in cash or otherwise; or (3) announce any
intention to enter into or effect any such transaction described in paragraphs
(1) or (2) above.
USE OF PROCEEDS
The net proceeds of the Placing of new H Shares by the Company will be
approximately HK$17,002 million (and HK$18,891 million if the Managers' Option
is exercised in full) after deducting the commission and expenses of the
Placing. The Company intends to use the net proceeds from the Placing of new H
Shares by the Company for its business development, including the funding of any
domestic and/or international acquisitions that may be made by the Company. As
at the date of this announcement, the Company has not entered into any agreement
in relation to future acquisitions. In the event the Company enters into any
such agreements, it will comply with the relevant requirements under the Listing
Rules.
The entire net proceeds from the sale of the NSSF Shares will be remitted to the
NSSF.
The Company has not raised any funds from the issuance of equity securities in
the 12 months immediately preceding the date of this announcement.
SUSPENSION AND RESUMPTION OF TRADING
Trading in the H Shares on the Stock Exchange was suspended from 9:30 a.m. on 31
August 2005 at the request of the Company, and application has been made to the
Stock Exchange to resume trading in the H Shares with effect from 9:30 a.m. on 1
September 2005. Trading in the Company's ADSs on the NYSE was suspended from
9:30 a.m. (New York time) on 31 August 2005 at the request of the Company, and a
request has been made to resume trading in the ADSs on the NYSE with effect from
9:30 a.m. (New York time) on 1 September 2005.
APPLICATION FOR LISTING
Application will be made to the Listing Committee of the Stock Exchange for
listing of, and permission to deal in, the Placing Shares and the NSSF Shares on
the Stock Exchange.
By Order of the Board of Directors
PETROCHINA COMPANY LIMITED
LI HUAIQI
Secretary to the Board
Beijing, PRC, 31 August 2005
As at the date of this announcement, the Chairman is Mr Chen Geng; the vice
Chairmen are Messrs Jiang Jiemin and Ren Chuanjun; the Executive Directors are
Messrs Su Shulin, Duan Wende and Wang Fucheng; the non-executive Directors are
Messrs Zheng Hu, Zhou Jiping, Gong Huazhang and Zou Haifeng; the Independent
Non-executive Directors are Messrs Chee-Chen Tung, Liu Hongru and Franco
BernabE; and the Secretary to the Board of Directors is Mr Li Huaiqi.
* For identification purpose only.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PetroChina Company Limited
Dated: September 1, 2005 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Company Secretary