TIDMHCM
RNS Number : 9649E
Hutchmed (China) Limited
12 July 2021
HUTCHMED Announces Full Exercise of the Over-allotment Option of
the Global Offering
Hong Kong, Shanghai, & Florham Park, NJ - Monday, July 12,
2021: HUTCHMED (China) Limited ("HUTCHMED" or the "Company")
(Nasdaq/AIM: HCM, HKEX:13) today announces the full exercise of the
over-allotment option of the Global Offering. The Joint Global
Coordinators, on behalf of the International Underwriters, on July
12, 2021, fully exercised the Over-allotment Option, in respect of
an aggregate of 15,600,000 offer shares (the "Over-allotment
Shares"), representing approximately 15% of the total number of
offer shares initially available under the Global Offering before
any exercise of the Over-allotment Option to (among other things)
facilitate the return to Hutchison Healthcare Holdings Limited (an
indirect wholly owned subsidiary of CK Hutchison Holdings Limited)
the borrowed shares under the Stock Borrowing Agreement which were
used to cover over-allocations in the International Offering. The
Company has been notified that following the return of such shares,
the shareholding of CK Hutchison Holdings Limited in the Company
will be 332,502,740 shares, representing 38.48% of the total number
of voting rights of the Company as enlarged by the issuance of the
Over-allotment Shares.
The Over-allotment Shares will be allotted and issued by the
Company at HK$40.10 per offer share (exclusive of brokerage of 1%,
Securities and Futures Commission transaction levy of 0.0027% and
Hong Kong Stock Exchange trading fee of 0.005%), being the offer
price per offer share under the Global Offering.
Approval of Listing
Approval for the listing of and permission to deal in the
Over-allotment Shares has already been granted by the Listing
Committee of the Hong Kong Stock Exchange. Listing of and dealings
in the Over-allotment Shares are expected to commence on the Main
Board of the Hong Kong Stock Exchange at 9:00 a.m. on Thursday,
July 15, 2021.
Total Number of Issued Shares upon the Full Exercise of the
Over-Allotment Option
The Company's total number of issued shares as of the date of
this announcement and immediately after the completion of the full
exercise of the Over-allotment Option (assuming there are no other
changes to the total number of issued shares since the date of this
announcement) is 848,515,660 shares and 864,115,660 shares,
respectively.
AIM Admission
Application will be made to the London Stock Exchange for the
15,600,000 Over-allotment 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 July
16, 2021.
Following the above, the issued share capital of HUTCHMED will
consist of 864,115,660 ordinary 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, 864,115,660 shares would be equivalent to
864,115,660 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 172,823,132 ADSs (each
equating to five ordinary shares) which are traded on Nasdaq.
Use of Proceeds
The gross proceeds to the Company from the Over-allotment
Option, before deducting underwriting fees and the offering
expenses, are expected to be approximately HK$625 million. The
Company intends to apply the additional net proceeds towards the
same purposes as set out in the section headed "Use of Proceeds" in
the prospectus.
The Company will make a further announcement after the end of
the stabilization period in connection with the Global Offering
pursuant to Section 9(2) of the Securities and Futures (Price
Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).
*****
About HUTCHMED
HUTCHMED (Nasdaq/AIM: HCM, HKEX:13) 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 Stock Exchange of Hong Kong Limited ("SEHK"),
prospectus and prospectus supplement that have been 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, U.S. Securities and Exchange Commission 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
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 SEHK to support the price of the shares for
longer than the stabilization period which began 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.
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
MSCUUAORAKUBAAR
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