UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of January 2008
Commission
File Number 1-14966
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CNOOC
Limited
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(Translation
of registrant’s name into English)
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65th
Floor
Bank
of China Tower
One
Garden Road
Central,
Hong Kong
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(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
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Form
20-F X Form 40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes
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If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not applicable
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.
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CNOOC
Limited
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By:
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/s/
Kang Xin
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Name:
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Kang
Xin
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Title:
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Company
Secretary
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Dated:
January 23, 2008
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Announcement
dated January 22, 2008, entitled “Redemption of US$1,000,000,000 Zero
Coupon Guaranteed Convertible Bonds Due
2009”.
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Exhibit
99.1
The
Stock Exchange of Hong Kong Limited 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 whatsoever
arising
from or in reliance upon the whole or any part of the contents of this
announcement.
 (Incorporated
in Hong Kong with limited liability)
(Stock
Code: 883)
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CNOOC
FINANCE (2004)
LIMITED
(Incorporated
in the British Virgin
Islands
with
limited
liability)
(Stock
Code: 2509;
ISIN Code:
XS0207120154)
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JOINT
ANNOUNCEMENT
Redemption
of
US$1,000,000,000
ZERO
COUPON GUARANTEED CONVERTIBLE BONDS DUE 2009
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The
Issuer hereby gives notice to the Bondholders that it will redeem
all
outstanding Bonds on 21 February 2008.
The
last trading day of the Bonds will be 14 February 2008. Trading
in the
Bonds on the Stock Exchange will cease at the close of business
at 4:00
p.m. (Hong Kong time) on that day.
All
Conversion Notices must be lodged in duplicate with the Principal
Agent
not later than 3:00 p.m. (London time) on 12 February 2008.
Transfers
of interests in the Bonds must be effected through the records
of
Euroclear System operated by Euroclear and Clearstream, Luxembourg
and
their respective participants not later than 11:00 a.m. (London
time) on
14 February 2008.
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Reference
is made to the announcements of CNOOC Limited (the "Company")
dated 25 November 2004 and 2 December 2004 in relation to the US$1,000,000,000
zero coupon guaranteed convertible bonds due 2009 (the "Bonds")
convertible into ordinary shares of HK$0.02 each in the Company (the
"Shares"). The
Bonds were
issued by CNOOC Finance (2004) Limited (the "Issuer"),
a wholly-owned
subsidiary of the Company, on 15 December 2004 and are listed on The Stock
Exchange of Hong Kong Limited (the "Stock
Exchange").
Unless
otherwise stated, capitalised terms used herein shall have the same meanings
as
those ascribed to them in the terms and conditions of the Bonds (the
"Conditions").
Condition
7.2.1 of the Bonds provides that the outstanding Bonds may, at the option
of the
Issuer, be redeemed in whole or in part at the Early Redemption Amount, provided
that, among other things, the closing price of the Shares (translated into
U.S.
dollars at the Prevailing Rate) for any 20 Trading Days within a period of
30
1
consecutive
Trading Days prior to the date upon which notice of such redemption is given,
was, for each such 20 Trading Days, at least 130% of the applicable Early
Redemption Amount divided by the Conversion Ratio. The
Issuer will give not less than 30 nor more than 60 days' notice to the
Bondholders for such redemption. In accordance with Condition 7.2.1 of the
Bonds, the Issuer has given notice to the Bondholders through the Euroclear
System operated by Euroclear Bank S.A./N.V. ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream, Luxembourg
") that it will redeem all outstanding Bonds on 21 February
2008.
As
at the
date of this announcement, the conversion price per Share at which Shares
may be
issued upon conversion of the Bonds is HK$5.79 per Share.
As
at the
close of business on 21 January 2008, being the latest practicable date prior
to
the publication of this announcement, the closing price of the Shares (as
quoted
on the Stock Exchange) was HK$11.06 per Share and the aggregate principal
amount
of the Bonds outstanding was US$270,151,000.00, representing 27.0151% of
the
total amount of the Bonds originally issued.
The
Early
Redemption Amount for each US$1,000 principal amount of the Bonds will be
US$1,032.27 and the aggregate redemption amount will be US$278,868,772.77
(assuming that all outstanding bonds as at 21 January 2008 will be
redeemed).
The
Issuer
has made the following arrangements regarding dealings in the
Bonds:
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1.
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The
last trading day of the Bonds will be 14 February 2008. Trading
in the Bonds on the Stock Exchange will cease at the close of business
at
4:00 p.m. (Hong Kong time) on that day.
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2.
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Bondholders
who wish to exercise their rights attaching to the Bonds to convert
the
same into Shares must lodge with the Principal Agent for the Bonds,
The
Bank of New York at Lower Ground Floor, 30 Cannon Street, London
EC4M 6XH,
United Kingdom, the duly completed and signed notices of conversion
(the
"Conversion Notices") in duplicate not later than 3:00
p.m. (London time) on 12 February 2008. The Conversion Notices
lodged with the Principal Agent later than 3:00 p.m. (London time)
on 12
February 2008 will not be accepted.
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The
Shares to be issued upon valid conversion of the Bonds will be
allotted
not later than five business days after the conversion date in
accordance
with the Conditions.
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3.
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Transfers
of interests in the Bonds must be effected through the records
of the
Euroclear System operated by Euroclear and Clearstream, Luxembourg
and
their respective participants in accordance with the rules and
procedures
of Euroclear or Clearstream, Luxembourg (as the case may be) and
their
respective direct and indirect participants not later than 11:00
a.m.
(London time) on 14 February 2008.
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2
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4.
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The
register for the Bonds will be closed from 15 February 2008 to
21 February
2008 (both days inclusive) for ascertaining entitlements of the
relevant
Bondholders to the redemption monies.
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5.
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All
outstanding Bonds will be redeemed on 21 February
2008.
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After
completion of the redemption of the outstanding Bonds, an application for
withdrawal of listing of the Bonds on the Stock Exchange will be made to
the
Stock Exchange by the Issuer. The Bondholders who are in any doubt as
to the action to be taken should consult their stockbroker, bank manager,
solicitor, professional accountant or other professional adviser.
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By
order of the Board
CNOOC
Limited
Kang
Xin
Company
Secretary
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By
order of the Board
CNOOC
Finance (2004) Limited
CNOOC
Limited
Director
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Hong
Kong,
22 January 2008
As
at the
date of this announcement, the board of directors of the Company
comprises:
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Executive
Directors
Fu
Chengyu (Chairman)
Zhou
Shouwei
Wu
Guangqi
Yang
Hua
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Independent
Non-executive
Directors
Edgar
W. K.
Cheng
Chiu
Sung Hong
Evert
Henkes
Lawrence
J. Lau
Tse
Hau Yin,
Aloysius
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Non-executive
Directors
Luo
Han
Cao
Xinghe
Wu
Zhenfang
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As
at the
date of this announcement, CNOOC Limited is the sole corporate director of
the
Issuer.
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