SNDA has a huge capitalisation
Shanda Games Limited
Shanda Games Limited (or “Shanda Games”) has filed a registration statement on Form F-1, including a preliminary prospectus (the “Preliminary Prospectus”), with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the registration statement, including the Preliminary Prospectus, and any other documents Shanda Games has filed with the SEC for more complete information about Shanda Games and the offering. Investors should rely upon the Preliminary Prospectus and any relevant free writing prospectus for complete details. You may get these documents and any other documents Shanda Games has filed for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Shanda Games, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus if you request it by calling: Goldman Sachs (+1-212-902-6276) or J.P. Morgan (+1-718-242-8002). You may also access Shanda Games’ most recent Preliminary Prospectus through the following link: sec.gov
This free writing prospectus reflects the following amendments that were made in Amendment No. 3 to Shanda Games’ Registration Statement on Form F-1, or Amendment No. 3, as filed via EDGAR with the SEC on September 23, 2009. All references to page numbers are to the page numbers of Amendment No. 3. The following information supplements and updates the information contained in Shanda Games’ Preliminary Prospectus dated September 14, 2009.
Increase in the Number of ADSs Offered
The number of ADSs offered by the selling shareholder, Shanda Interactive Entertainment Limited, has been increased from 50,000,000 ADSs to 70,456,500 ADSs (or 82,981,500 if over-allotment is exercised in full). As a result, the total number of ADSs offered by both Shanda Games and Shanda Interactive, the selling shareholder, has been increased from 63,043,500 ADSs (or 72,500,025 if over-allotment is exercised in full) to 83,500,000 ADSs (or 96,025,000 if over-allotment is exercised in full), representing an increase of 32.45%. Accordingly, the following information has been reflected in Shanda Games’ Preliminary Prospectus on the cover pages and pages 6, 7, 8, 9, 29, 47, 61, 64, 66, 140, 141, 142, 165, 172, 173 and 176:
• ADSs offered by the selling shareholder: 70,456,500 ADSs
• Over-allotment option granted by the selling shareholder to the underwriters to purchase additional ADSs: 12,525,000 ADSs
• ADSs outstanding immediately after this offering: 83,500,000 ADSs (or 96,025,000 ADSs, if the underwriters exercise in full their over-allotment option)
• Class A ordinary shares outstanding immediately after this offering: 167,000,000 Class A ordinary shares (or 192,050,000 Class A ordinary shares, if the underwriters exercise in full their overallotment option).
• Class B ordinary shares outstanding immediately after this offering: 409,087,000 Class B ordinary shares (or 384,037,000 Class B ordinary shares, if the underwriters exercise in full their overallotment option)
• Number of Class B ordinary shares held by Shanda Interactive upon the completion of this offering (assuming the underwriters do not exercise their over-allotment option): 409,087,000 ADSs, representing 71.01% of the combined total outstanding ordinary shares (representing 96.08% of the total voting rights) in Shanda Games
• Number of Class B ordinary shares held by Shanda Interactive upon the completion of this offering (assuming the underwriters exercise in full their over-allotment option): 384,037,000 ADSs, representing 66.66% of the combined total outstanding ordinary shares (representing 95.24% of the total voting rights) in Shanda Games
• Reserved ADSs for the Directed Share Program: Up to an aggregate of 1,500,000 ADSs |
