21Vianet Group, Inc. Announces New Capital Structure Initiative to Enhance the Stability of Its Corporate Structure
October 14 2019 - 7:35AM
21Vianet Group, Inc. (Nasdaq: VNET) ("21Vianet" or the "Company"),
a leading carrier- and cloud-neutral Internet data center services
provider in China, today announced that it has entered into an
agreement with Personal Group Limited (the “Purchaser”), a British
Virgin Islands company wholly owned by Mr. Sheng Chen, the
Executive Chairman of the Board of Directors of the Company,
pursuant to which the Company agrees to issue up to 60,000 newly
created Class C ordinary shares to the Purchaser, subject to
certain existing shareholders’ participation right as discussed
below, at a price of US$1.35 per share, which is equal to the
volume weighted average price of the Company’s American depositary
shares (“ADSs”) for the 30 trading days up to and including October
11, 2019, adjusted by the ADS-to-share ratio. Each ADS
represents six Class A ordinary shares of the Company.
Pursuant to an investor right agreement, two of the
Company’s existing shareholders, King Venture Holdings Limited and
Xiaomi Ventures Limited, have the participation right to subscribe
up to 5,049 and 1,468 Class C ordinary shares, respectively, on the
same terms as the Purchaser. If these two shareholders exercise
their participation right, the number of Class C ordinary shares
issued to the Purchaser will be reduced accordingly.
This issuance of the newly created Class C ordinary
shares is an initiative by the Company to enhance its ability to
execute business strategies over the long term under the leadership
of the Company’s board and senior management. Class C ordinary
shares entitle the holders thereof the same rights as Class A
ordinary shares except for veto right on three corporate matters
and conversion right. Please see Annex A hereto for the rights of
Class C ordinary shares.
The issuance has been approved by the Company’s audit committee
and board of directors.
About 21Vianet
21Vianet Group, Inc. is a leading carrier- and
cloud-neutral Internet data center services provider in China.
21Vianet provides hosting and related services, including IDC
services, cloud services, and business VPN services to improve the
reliability, security and speed of its customers' Internet
infrastructure. Customers may locate their servers and equipment in
21Vianet's data centers and connect to China's Internet backbone.
21Vianet operates in more than 30 cities throughout China,
servicing a diversified and loyal base of nearly 5,000 hosting and
related enterprise customers that span numerous industries ranging
from Internet companies to government entities and blue-chip
enterprises to small- to mid-sized enterprises.
Safe Harbor Statement
This announcement contains forward-looking
statements. These forward-looking statements are made under the
"safe harbor" provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These statements can be identified by
terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates" and similar statements.
Statements that are not historical facts, including statements
about 21Vianet's beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement. Further information regarding these and other risks is
included in 21Vianet's reports filed with, or furnished to, the
Securities and Exchange Commission. All information provided in
this press release and in the attachments is as of the date of this
press release, and 21Vianet undertakes no duty to update such
information, except as required under applicable law.
Investor Relations Contacts:
21Vianet Group, Inc.Rene Jiang+86 10 8456
2121IR@21Vianet.com
Julia Jiang+86 10 8456 2121IR@21Vianet.com
ICR, Inc.Jack Wang+1 (646)
405-4922IR@21Vianet.com
Annex A
Rights of Class C Ordinary
Shares
- Holders of Class C ordinary shares
shall at all times vote together with holders of Class A ordinary
shares and Class B ordinary shares as one class on all resolutions
submitted to a vote by the Shareholders. Each Class C ordinary
share shall only entitle the holder thereof to one (1) vote on
matters subject to vote at general meetings of the Company, except
that the Company shall only proceed with the following matters with
the written consent of the holders holding a majority of the issued
and outstanding Class C ordinary shares or with the sanction of a
Special Resolution passed at a separate meeting of the holders of
the issued and outstanding Class C ordinary shares:
- any appointment or removal of
Directors other than the appointment or removal of Directors that
is made pursuant to a Shareholder’s right under (i) the Investor
Rights Agreement dated January 15, 2015 among the Company, King
Venture Holdings Limited, Xiaomi Ventures Limited and certain other
parties named therein; and (ii) the Share Subscription Agreement,
dated May 23, 2016, between Company and Tuspark Innovation Venture
Limited;
- the entry into any agreement by the
Company or its subsidiaries with any shareholder who holds more
than 10% of the Company’s issued and outstanding share capital or
such shareholder’s Affiliate, other than agreements entered into in
the Company’s ordinary course of business with a total contract
amount below 10% of the Company’s consolidated total revenue in the
most recent completed fiscal year; and
- any proposed amendments to the
Company’s memorandum and articles of associations that will amend,
alter, modify or change the rights attached to Class C ordinary
shares.
- Each Class C ordinary share is convertible into one (1) Class A
ordinary share at any time by the holder thereof. The right to
convert shall be exercisable by the holder of the Class C ordinary
share by delivering a written notice to the Company that such
holder elects to convert a specified number of Class C ordinary
shares into Class A ordinary shares.
- Any number of Class C ordinary shares held by a holder thereof
will be automatically and immediately converted into an equal
number of Class A ordinary shares upon the occurrence of any of the
following:
- any sale, transfer, assignment or disposition of such number of
Class C ordinary shares by the holder thereof or the direct or
indirect transfer or assignment of the voting power attached to
such number of Class C ordinary shares through voting proxy or
otherwise to any person that is not an Affiliate of such holder;for
the avoidance of doubt, the creation of any pledge, charge,
encumbrance or other third party right of whatever description on
any of Class C ordinary shares to secure contractual or legal
obligations shall not be deemed as a sale, transfer, assignment or
disposition unless and until any such pledge, charge, encumbrance
or other third party right is enforced and results in a third party
that is not an Affiliate of the holder holding directly or
indirectly beneficial ownership or voting power through voting
proxy or otherwise to the related Class C ordinary shares, in which
case all the related Class C ordinary shares shall be automatically
converted into the same number of Class A ordinary shares; or
- the direct or indirect sale, transfer, assignment or
disposition of a majority of the issued and outstanding voting
securities of, or the direct or indirect transfer or assignment of
the voting power attached to such voting securities through voting
proxy or otherwise, or the direct or indirect sale, transfer,
assignment or disposition of all or substantially all of the assets
of, a holder of Class C ordinary shares that is an entity to any
person that is not an Affiliate of such holder; for the avoidance
of doubt, the creation of any pledge, charge, encumbrance or other
third party right of whatever description on the issued and
outstanding voting securities or the assets of a holder of Class C
ordinary shares that is an entity to secure contractual or legal
obligations shall not be deemed as a sale, transfer, assignment or
disposition under this clause b. unless and until any such pledge,
charge, encumbrance or other third party right is enforced and
results in a third party that is not an Affiliate of the holder
holding directly or indirectly beneficial ownership or voting power
through voting proxy or otherwise to the related issued and
outstanding voting securities or the assets.
- Any conversion of Class C ordinary shares into Class
A ordinary shares shall be effected by means of the re-designation
of each relevant Class C ordinary share as a Class A ordinary
share. Such conversion shall become effective forthwith upon
entries being made in the Register to record the re-designation of
the relevant Class C ordinary shares as Class A ordinary
shares.
- Class A ordinary shares are not convertible into Class C
ordinary shares under any circumstances.
- Save and except for voting rights and conversion rights as set
out above, the Class A ordinary shares, the Class B ordinary shares
and the Class C ordinary shares shall rank pari passu with one
another and shall have the same rights, preferences, privileges and
restrictions.
- Capitalized terms that are not defined herein shall have the
meaning ascribed to them under the Company’s currently effective
memorandum and articles of association.
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