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 the exercise of the
managers' option.
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.
Terms defined in the Company's announcement dated 31 August 2005 (the
"ANNOUNCEMENT") shall have the same meanings when used in this announcement.
(PETROCHINA LOGO)
PETROCHINA COMPANY LIMITED*
(A joint stock company incorporated
in the People's Republic of China with limited liability)
(STOCK CODE: 0857)
EXERCISE OF MANAGERS' OPTION
The Company announces that, in connection with the Placing, the Managers' Option
referred to in the Announcement was exercised in full on 8 September 2005 by
Goldman Sachs (Asia) L.L.C. on behalf of the Underwriters in respect of the
Option Shares. Pursuant to the exercise in full of the Managers' Option, the
Company will issue an additional 319,680,000 H Shares and NSSF will sell an
additional 31,968,000 H Shares. The Option Shares, which are in aggregate
351,648,000 H Shares, represent approximately 11.11% of the Initial Placing
Shares.
The purchase price of HK$6.00 per Option Share is the same as the Purchase Price
for the Initial Placing Shares.
Taking into account the exercise in full of the Managers' Option, the net
proceeds of the Placing of new H Shares by the Company is estimated to amount to
approximately HK$18,891 million, after deducting the commission and expenses of
the Placing. The entire net proceeds from the sale of the NSSF Shares will be
remitted to NSSF.
The Company announces that, in connection with the Placing, the Managers' Option
was exercised in full on 8 September 2005 by Goldman Sachs (Asia) L.L.C. on
behalf of the Underwriters and after consultation with the other Underwriters,
in respect of the Option Shares. Pursuant to the exercise in full of the
Managers' Option, the Company will issue an additional 319,680,000 H Shares and
NSSF will sell an additional 31,968,000 H Shares. The Option Shares, which are
in aggregate 351,648,000 H Shares, represent approximately 11.11% of the Initial
Placing Shares.
The purchase price of HK$6.00 per Option Share is the same as the Purchase Price
for the Initial Placing Shares.
Following completion of the exercise in full of the Managers' Option and the
Placing, the Placing Shares will represent approximately 20.00% of the issued H
share capital of the Company immediately prior to the Placing, and approximately
16.67% of the issued H share capital of the Company as enlarged by the issue of
the Placing Shares. Immediately after completion of the exercise in full of the
Managers' Option and the Placing, approximately 11.79% of the issued share
capital of the Company as enlarged by the issue of the Placing Shares will be
held by the public.
Taking into account the exercise in full of the Managers' Option, the net
proceeds of the Placing of new H Shares by the Company is estimated to amount to
approximately HK$18,891 million, after deducting the commission and expenses of
the Placing. The entire net proceeds from the sale of the NSSF Shares will be
remitted to NSSF. The net proceeds received by the Company from the issue of new
H Shares pursuant to the exercise in full of the Managers' Option will be used
for the purposes set out under the heading "Use of Proceeds" in the
Announcement.
The Option Shares will be used for the purposes of, among other things, covering
over-allocations in connection with the Placing.
Application has been made to the Listing Committee of the Stock Exchange for
listing of and permission to deal in the Option Shares. Listing of and dealings
in the Option Shares are expected to commence on the Stock Exchange at the same
time as the Initial Placing Shares, which is expected to take place on or after
15 September 2005 or such other time or date as the Company and the Underwriters
may agree.
The following table sets out the shareholding structure of the Company on the
date of the Underwriting Agreement, after the issue of the Initial Placing
Shares, and after the issue of the Initial Placing Shares and the Option Shares:
AFTER THE ISSUE OF THE INITIAL
AS AT THE DATE OF THE AFTER THE ISSUE OF THE PLACING SHARES
UNDERWRITING AGREEMENT INITIAL PLACING SHARES AND THE OPTION SHARES
HOLDER OF PERCENTAGE PERCENTAGE PERCENTAGE
DOMESTIC OF ISSUED OF ISSUED OF ISSUED
SHARES SHARE SHARE SHARE
OR H SHARES NO. OF SHARES CAPITAL NO. OF SHARES CAPITAL NO. OF SHARES CAPITAL
(%) (%) (%)
CNPC 158,241,758,000(1) 90.00 157,954,045,818 88.39 157,922,077,818 88.21
Public 17,582,418,000 10.00 20,747,252,000(2) 11.61 21,098,900,000(3) 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 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 NSSF.
By Order of the Board of Directors
PETROCHINA COMPANY LIMITED
LI HUAIQI
SECRETARY TO THE BOARD
Beijing, PRC, 8 September 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 9, 2005 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Company Secretary