TIDMHCM
RNS Number : 6387D
Hutchmed (China) Limited
30 June 2021
HUTCHMED Announces the Closing of the Global Offering and the
Primary Listing in Hong Kong
Hong Kong, Shanghai, & Florham Park, NJ - Wednesday, June
30, 2021: HUTCHMED (China) Limited ("HUTCHMED" or the "Company")
(Nasdaq/AIM: HCM) today announces the listing of its ordinary
shares ("Shares") on the Main Board of the Stock Exchange of Hong
Kong Limited (the "SEHK") under the stock code "13" and the closing
of its previously-announced primary offering of 104,000,000 new
ordinary shares on the SEHK (the "Offer Shares"), which comprises
an international offering of 91,000,000 Offer Shares
("International Offering") and a Hong Kong public offering of
13,000,000 Offer Shares (the "Hong Kong Public Offering" and,
together with the International Offering, the "Global
Offering").
The gross proceeds to the Company from the Global Offering,
before deducting underwriting fees and the offering expenses, were
approximately HK$4.17 billion. In addition, the Company has granted
the international underwriters an over-allotment option,
exercisable from June 30, 2021 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 (defined below).
The Company entered into cornerstone investment agreements with
investors affiliated with The Carlyle Group, Canada Pension Plan
Investment Board, General Atlantic, HBM Healthcare Investments and
CICC Grandeur Fund. Pursuant to such agreements, they subscribed
for a total of 63,215,500 Offer Shares, representing approximately
61% of the Offer Shares offered under the Global Offering (assuming
the over-allotment option is not exercised).
With effect upon the listing of the Shares on the Main Board of
the SEHK, the board of directors of the Company has adopted the
Hong Kong Corporate Governance Code (as set out in Appendix 14 to
the Rules Governing the Listing of Securities on the SEHK), in
replacement of the UK Corporate Governance Code (published by the
UK Financial Reporting Council on July 15, 2018). The Company's
updated corporate governance statement of compliance is available
on the Company's website at
https://www.hutch-med.com/shareholder-information/terms-of-reference-policies/corp-gov-code/.
As announced on June 23, 2021, the final offer price for both
the International Offering and the Hong Kong Public Offering (the
"Offer Price") was 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.
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 were 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 and final prospectus supplement
relating to and describing the terms of the Global Offering were
filed with the SEC and are available on the SEC's website at
www.sec.gov. 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.
Global Offering Use of Proceeds
The net proceeds from the Global Offering to be received by the
Company are estimated to be approximately HK$3,950 million
(assuming the over-allotment option is not exercised), based on the
Offer Price of HK$40.10, after deducting estimated underwriting
discounts and commissions and estimated offering expenses payable
by the Company. The Company currently intends to apply such net
proceeds for the following purposes:
-- approximately HK$1,975 million (or approximately 50% of the
net proceeds) to advance the Company's late-stage clinical programs
for savolitinib, surufatinib, fruquintinib, HMPL-689 and HMPL-523
through registration trials and potential NDA submissions;
-- approximately HK$395 million (or approximately 10% of the net proceeds) to support further proof-of-concept studies and fund continued expansion of the Company's product portfolio in cancer and immunological diseases through internal research, including the development cost of early-clinical and preclinical-stage pipeline drug candidates;
-- approximately HK$790 million (or approximately 20% of the net
proceeds) to further strengthen the Company's integrated
capabilities across commercialization, clinical and regulatory and
manufacturing;
-- approximately HK$593 million (or approximately 15% of the net
proceeds) to fund potential global business development and
strategic acquisition opportunities to complement the Company's
internal research and development activities; and
-- approximately HK$197 million (or approximately 5% of the net
proceeds) for working capital, expanding internal capabilities
globally and in China, and general corporate purposes.
About HUTCHMED
HUTCHMED (Nasdaq/AIM:HCM, HKEX:13) (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 three oncology drugs now approved. 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 (Cap. 571W of the Laws of Hong Kong), 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
June 30, 2021 until 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. As MSI (or any person acting for it) has borrowed
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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END
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