TIDMHCM
RNS Number : 8672C
Hutchmed (China) Limited
23 June 2021
HUTCHMED Announces Pricing of Global Offering
Hong Kong, Shanghai, & Florham Park, NJ - Wednesday, June
23, 2021: HUTCHMED (China) Limited ("HUTCHMED" or the "Company")
(Nasdaq/AIM: HCM) today announces the pricing of its global
offering (the "Global Offering") of 104,000,000 new ordinary shares
(the "Offer Shares") which comprises an international offering (the
"International Offering") and a Hong Kong public offering (the
"Hong Kong Public Offering") in connection with a primary listing
of its ordinary shares (the "Shares") on the Main Board of the
Stock Exchange of Hong Kong Limited (the "SEHK").
The final offer price for both the International Offering and
the Hong Kong Public Offering (the "Offer Price") has been set at
HK$40.10 per Share, which is equivalent to approximately US$25.82
per American depositary share ("ADS") or GBP3.70 per Share. Each
ADS represents five ordinary shares of the Company. The Company has
set the Offer Price by taking into consideration, among other
factors, the closing price of the ADSs on the Nasdaq Global Select
Market ("Nasdaq") and Shares on the AIM market of the London Stock
Exchange on June 22, 2021, the latest trading day before pricing.
Subject to approval from the SEHK, the Shares are expected to begin
trading on the Main Board of the SEHK on June 30, 2021 under the
stock code "13".
The gross proceeds to the Company from the Global Offering,
before deducting underwriting fees and the offering expenses, are
expected to be approximately HK$4.17 billion. In addition, the
Company has granted the international underwriters an
over-allotment option, exercisable from the date, expected to be on
June 30, 2021, on which the Shares are first listed and from which
dealings in the Shares are permitted to take place on the Main
Board of the SEHK (the "Listing Date") until 30 days after the last
day for lodging applications under the Hong Kong Public Offering,
to require the Company to issue up to an additional 15,600,000 new
Shares at the Offer Price.
The Company will receive all of the net proceeds from the Global
Offering and plans to use the net proceeds from the Global Offering
primarily to advance its late-stage clinical programs as well as
its pipeline of clinical-stage and preclinical drug candidates,
further strengthen its commercialization, clinical, regulatory and
manufacturing capabilities, fund potential global business
development and strategic acquisition opportunities and for general
corporate purposes.
Morgan Stanley Asia Limited, Jefferies Hong Kong Limited and
China International Capital Corporation Hong Kong Securities
Limited are the joint sponsors for the Global Offering.
*****
Information about the Global Offering
Sales of Shares outside of Hong Kong (other than certain Shares
which were sold to investors in reliance on Regulation S or another
exemption from the registration requirements of the U.S. Securities
Act of 1933) initially offered in the United States and sold
outside the United States that may be resold from time to time in
the United States are being offered pursuant to an automatically
effective shelf registration statement that was previously filed
with the U.S. Securities and Exchange Commission (the "SEC"). A
preliminary prospectus supplement relating to and describing the
terms of the Global Offering was filed with the SEC and is
available on the SEC's website at www.sec.gov. The final prospectus
supplement relating to the Global Offering will be filed with the
SEC and will be available on the SEC's website at www.sec.gov. When
available, an electronic version of the prospectus supplement and
the accompanying prospectus relating to these securities, as filed
with the SEC, may be obtained for free by mailing the request to:
Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New
York, NY 10014, Attention: Prospectus Department, or E-mail:
prospectus@morganstanley.com; Jefferies Hong Kong Limited, Email:
hkecm@jefferies.com; and China International Capital Corporation
Hong Kong Securities Limited, Email: g_prospectus@cicc.com.cn.
This announcement is not directed to, or intended for
distribution or use by, any person or entity that is a citizen or
resident or located in any locality, state, country or other
jurisdiction where such distribution, publication, availability or
use would be contrary to law or regulation or which would require
any registration or licensing within such jurisdiction.
The 104,000,000 new Shares to be issued by HUTCHMED pursuant to
the Global Offering ("New Shares") will, when issued, be credited
as fully paid and will rank pari passu in all respects with the
existing ordinary shares of HUTCHMED, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Shares after the date of issue of the New
Shares.
Application will be made to the London Stock Exchange for the
104,000,000 New Shares to be admitted to the AIM market operated by
the London Stock Exchange ("Admission"). It is expected that
Admission will become effective at 8:00 a.m. UK time on June 30,
2021.
Following Admission and prior to any exercise of the
over-allotment option, the issued share capital of HUTCHMED will
consist of 848,515,660 Shares of US$0.10 each, with each Share
carrying one right to vote and with no Shares held in treasury.
This figure may be used by shareholders as the denominator for the
calculations by which they could determine if they are required to
notify their interest in, or a change to their interest in,
HUTCHMED under the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules. For illustrative purposes only,
848,515,660 Shares would be equivalent to 848,515,660 depositary
interests (each equating to one ordinary share) which are traded on
AIM or, if the depositary interests were converted in their
entirety, equivalent to 169,703,132 ADSs (each equating to five
Shares) which are traded on Nasdaq. A further announcement will be
made if the over-allotment option is exercised.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 (as it forms part of
retained EU law as defined in the European Union (Withdrawal) Act
2018).
About HUTCHMED
HUTCHMED (Nasdaq/AIM: HCM) (formerly Hutchison China MediTech)
is an innovative, commercial-stage, biopharmaceutical company. It
is committed to the discovery and global development and
commercialization of targeted therapies and immunotherapies for the
treatment of cancer and immunological diseases. A dedicated
organization of over 1,300 personnel has advanced ten cancer drug
candidates from in-house discovery into clinical studies around the
world, with its first two oncology drugs now approved and launched.
For more information, please visit: www.hutch-med.com or follow us
on LinkedIn.
Forward-Looking Statements
This announcement contains forward-looking statements within the
meaning of the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements reflect HUTCHMED's current expectations regarding future
events, including statements about the Global Offering and listing,
the use of proceeds and the Company's plans and objectives.
Forward-looking statements involve risks and uncertainties. More
information about the risks and uncertainties faced by HUTCHMED
will be contained or incorporated by reference in the prospectus
registered with the SEHK, prospectus and prospectus supplement that
have been or will be filed with the SEC and the international
offering circular, in each case related to the Global Offering.
Existing and prospective investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. For further discussion of these and other
risks, see HUTCHMED's filings with the SEHK, SEC and on AIM.
HUTCHMED undertakes no obligation to update or revise the
information contained in this announcement, whether as a result of
new information, future events or circumstances or otherwise.
IMPORTANT NOTICE
No prospectus required for the purposes of Regulation (EU)
2017/1129 ("EU Prospectus Regulation") or Regulation (EU) 2017/1129
(as it forms part of retained EU law as defined in the European
Union (Withdrawal) Act 2018) ("UK Prospectus Regulation") or
admission document (as defined in the AIM Rules for Companies
published by the London Stock Exchange plc) will be made available
in connection with the matters contained in this announcement.
No money, securities or other consideration is being solicited,
and, if sent in response to the information contained in this
announcement, will not be accepted.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law. Persons into
whose possession this announcement come should inform themselves
about and observe any such restrictions.
In any Member State of the European Economic Area, this
announcement is only addressed to and directed at persons who are
"Qualified Investors" within the meaning of Article 2(e) of the EU
Prospectus Regulation. The ADSs are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such securities will be engaged in only with Qualified
Investors. This announcement should not be acted upon or relied
upon in any Member State of the European Economic Area by persons
who are not Qualified Investors.
This announcement, insofar as it constitutes an invitation or
inducement to enter into investment activity (within the meaning of
section 21 of the U.K. Financial Services and Markets Act 2000, as
amended) in connection with the securities which are the subject of
the Global Offering described in this announcement or otherwise, is
being directed only at (i) persons who are outside the United
Kingdom or (ii) if in the United Kingdom, persons who are qualified
investors as defined in article 2(e) of the UK Prospectus
Regulation who also (a) have professional experience in matters
relating to investments who fall within Article 19(5) (investment
professionals) of the U.K. Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (b)
fall within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations etc.) of the Order; or (iii) any other
person to whom it may lawfully be communicated (all such persons in
(i) to (iii) together being referred to as "relevant persons").
This announcement is directed only at relevant persons and must not
be acted on or relied on in the United Kingdom by persons who are
not relevant persons. Any investment or investment activity to
which this announcement relates is available only to relevant
persons and will be engaged in only with relevant persons.
In connection with the Global Offering, Morgan Stanley Asia
Limited as stabilizing manager (the "Stabilizing Manager") (or any
person acting for it), on behalf of the underwriters, may effect
transactions on the SEHK with a view to stabilizing or supporting
the market price of the Shares at a level higher than that which
might otherwise prevail for a limited period after the Listing
Date. However, there is no obligation on the Stabilizing Manager
(or any person acting for it) to conduct any such stabilizing
action, which, if taken, will be done at the absolute discretion of
the Stabilizing Manager (or any person acting for it) and in what
the Stabilizing Manager reasonably regards as the best interest of
the Company and may be discontinued at any time. Any such
stabilizing action is required to be brought to an end on the 30th
day after the last day for lodging applications under the Hong Kong
Public Offering.
Such stabilization action, if commenced, may be effected in all
jurisdictions where it is permissible to do so, in each case in
compliance with all applicable laws, rules and regulatory
requirements, including the Securities and Futures (Price
Stabilizing) Rules, as amended, made under the Securities and
Futures Ordinance (Cap. 571 of the Laws of Hong Kong), Regulation
(EU) No 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse (as it forms part of retained EU law
as defined in the European Union (Withdrawal) Act 2018) and
Regulation M under the U.S. Securities Exchange Act of 1934, as
amended.
Potential investors should be aware that no stabilizing action
can be taken on the Stock Exchange to support the price of the
Shares for longer than the stabilization period which begins on the
Listing Date and is expected to expire on Friday, July 23, 2021,
being the 30th day after the last day for lodging applications
under the Hong Kong Public Offering. After this date, when no
further stabilizing action may be taken, demand for the Shares, and
therefore the price of the Shares, could fall.
In connection with the Global Offering, the Company has granted
an over-allotment option to the international underwriters.
Pursuant to the over-allotment option, the international
underwriters will have the right, exercisable at any time from the
Listing Date to 30 days after the last day for lodging applications
under the Hong Kong Public Offering, to require the Company to
issue not more than 15% of the total number of Offer Shares
initially available under the Global Offering, at the Offer Price
to, among other things, cover over-allocations in the International
Offering.
In connection with such stabilization arrangements, Morgan
Stanley & Co. International plc ("MSI") has entered into a
stock borrowing agreement with Hutchison Healthcare Holdings
Limited (an indirect wholly owned subsidiary of CK Hutchison
Holdings Limited), pursuant to which MSI (or any person acting for
it) may choose to borrow from Hutchison Healthcare Holdings Limited
up to 15,600,000 Shares, being the maximum number of Shares which
may be issued pursuant to the exercise of the over-allotment
option, for the settlement of over-allocations in the International
Offering, if any. If MSI (or any person acting for it) borrows any
Shares pursuant to the stock borrowing agreement, it will be
required to return the same number of Shares to Hutchison
Healthcare Holdings Limited on or before the third business day
following the earlier of (a) the last day for exercising the
over-allotment option and (b) the day on which the over-allotment
option is exercised in full. This arrangement will be effected in
compliance with all applicable laws, rules and regulatory
requirements. No payment will be made to Hutchison Healthcare
Holdings Limited by MSI (or any person acting for it) in relation
to such Shares borrowing arrangement.
CONTACTS
Investor Enquiries
Mark Lee, Senior Vice President +852 2121 8200
Annie Cheng, Vice President +1 (973) 567 3786
Media Enquiries
Americas - Brad Miles, Solebury Trout +1 (917) 570 7340 (Mobile)
bmiles@troutgroup.com
Europe - Ben Atwell / Alex Shaw, FTI Consulting +44 20 3727 1030 / +44 7771 913 902 (Mobile) / +44 7779
545 055 (Mobile)
HUTCHMED@fticonsulting.com
Asia - Joseph Chi Lo / Zhou Yi, Brunswick +852 9850 5033 (Mobile) / +852 9783 6894 (Mobile)
HUTCHMED@brunswickgroup.com
Nominated Advisor
Atholl Tweedie / Freddy Crossley, Panmure Gordon (UK)
Limited +44 (20) 7886 2500
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