April 2, 2014
announced today that it proposes to offer, subject to market conditions and other factors,
in aggregate principal amount of convertible senior notes due 2019 (the "notes"). 51job intends to grant to the initial purchasers a 30-day option to purchase up to an additional
in aggregate principal amount of notes.
The notes will be convertible into 51job's American depositary shares ("ADSs"), each representing, as of the date of this press release, two common shares of 51job, at the holder's option in certain circumstances. Upon conversion, 51job will, at its election, pay or deliver, as the case may be, cash, ADSs or a combination of cash and ADSs. The notes will mature on
April 15, 2019
. Subject to certain exceptions, the notes may not be redeemed by 51job. Holders will have the right to require 51job to repurchase the notes on
April 15, 2017
or upon the occurrence of a fundamental change.
51job expects to use a portion of the net proceeds from this offering to pay the aggregate premium of the zero-strike call option transactions (the "call options") with one or more of the initial purchasers or their affiliates ("option counterparties"). 51job intends to use the remaining net proceeds for general corporate purposes, including working capital needs and potential acquisitions of complementary businesses.
In connection with the notes offering, 51job intends to enter into the call options to facilitate privately negotiated transactions by which investors in the notes will be able to hedge their investment. 51job has been advised that, in connection with establishing their initial hedge of the call options, the option counterparties (or their affiliates) expect to enter into one or more derivative transactions with respect to the ADSs with purchasers of the notes concurrently with or after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of the ADSs or the notes at that time. In addition, the option counterparties (or their affiliates) may modify their hedge positions by entering into or unwinding one or more derivative transactions with respect to the ADSs and/or purchasing or selling ADSs or other securities of 51job in secondary market transactions at any time, including following the pricing of the notes and shortly after the maturity of the notes (and are likely to unwind their derivative transactions and/or purchase or sell ADSs in connection with any conversion, repurchase or redemption of the notes). These activities could also cause an increase or avoid a decrease in the market price of the ADSs or the notes.