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RNS Number : 1761C
Hutchison China Meditech Limited
06 February 2020
Chi-Med Announces the Exercise of Underwriters' Over-allotment
Option
for Public Offering of ADSs
London: Thursday, February 6, 2020: Hutchison China MediTech
Limited ("Chi-Med") (AIM/Nasdaq: HCM) announced today that the
underwriters of its underwritten public offering of American
Depositary Shares ("ADSs") on the Nasdaq Global Select Market,
previously announced by Chi-Med on January 21, 2020 and January 23,
2020 (the "Offering"), have given notice to Chi-Med that they are
exercising their over-allotment option. The underwriters have
elected to purchase an additional 333,663 ADSs at the Offering
price of US$25.00 per ADS, raising approximately an additional
US$8.3 million in gross proceeds for the Company and bringing the
total gross proceeds of the Offering to approximately US$118.3
million. Closing of the over-allotment portion is expected to occur
on February 10, 2020. After the closing, the total number of ADSs
sold by Chi-Med in the Offering will have increased to
4,733,663.
BofA Securities, Inc., Goldman Sachs (Asia) L.L.C. and Morgan
Stanley & Co. LLC (in alphabetical order) are acting as joint
global coordinators and joint bookrunners for the Offering.
Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. are
acting as joint bookrunners, and Canaccord Genuity LLC, CLSA
Limited and Panmure Gordon (UK) Limited are acting as
co-managers.
About Chi-Med
Chi-Med (AIM/Nasdaq: HCM) is an innovative biopharmaceutical
company which researches, develops, manufactures and markets
pharmaceutical products. Its Innovation Platform, Hutchison
MediPharma, has about 500 scientists and staff focusing on
discovering, developing and commercializing targeted therapeutics
and immunotherapies in cancer and autoimmune diseases. It has a
portfolio of eight cancer drug candidates currently in clinical
studies around the world. Chi-Med's Commercial Platform
manufactures, markets, and distributes prescription drugs and
consumer health products, covering an extensive network of
hospitals across China.
Chi-Med is headquartered in Hong Kong and is dual-listed on the
AIM market of the London Stock Exchange and the Nasdaq Global
Select Market. For more information, please visit:
www.chi-med.com.
Information about the Offering
The Offering is being made pursuant to a shelf registration
statement on Form F-3 filed by Chi-Med with the United States
Securities and Exchange Commission ("SEC") that became
automatically effective on April 3, 2017. The final prospectus
supplement relating to and describing the terms of the Offering was
filed with the SEC on January 23, 2020 and is available on the
SEC's website at www.sec.gov. Before you invest, you should read
the registration statement, prospectus supplement and other
documents the issuer has filed with the SEC for more complete
information about Chi-Med and the Offering. Copies of the final
prospectus supplement and the accompanying prospectus relating to
the Offering may be obtained from BofA Securities, Inc.,
NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte,
North Carolina 28255-0001, Attention: Prospectus Department, or
e-mail: dg.prospectus_requests@baml.com; or Goldman Sachs & Co.
L.L.C., Attention: Prospectus Department, 200 West Street, New
York, New York 10282, telephone: 866-471-2526; or Morgan Stanley
& Co. LLC, Attention: Prospectus Department, 180 Varick Street,
2nd Floor, New York, New York 10014.
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 1,668,315 new ordinary shares to be issued by Chi-Med
pursuant to the underwriters' partial exercise of the
over-allotment option ("New Shares") will, when issued, be credited
as fully paid and will rank pari passu in all respects with the
existing ordinary shares of Chi-Med, 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
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. on February 11, 2020.
Following admission of the 1,668,315 New Shares to trading on
AIM, the issued share capital of Chi-Med will consist of
690,574,765 ordinary shares of US$0.10 each, with each share
carrying one right to vote and with no shares held in treasury.
This figure of 690,574,765 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, Chi-Med under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules. For illustrative
purposes only, the 690,574,765 ordinary shares would be equivalent
to 690,574,765 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 138,114,953 ADSs (each
equating to five ordinary shares) which are traded on the Nasdaq
Global Select Market.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014.
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 Chi-Med's current expectations regarding future
events, including its management plans and objectives.
Forward-looking statements involve risks and uncertainties. Such
risks and uncertainties include, among other things, the
possibility that the closing conditions for the shares being sold
as a result of the exercise of the underwriters' over-allotment
option will not be satisfied. More information about such risks and
uncertainties is contained or incorporated by reference in the
preliminary prospectus supplement and the accompanying prospectus
related to the Offering filed with the SEC. 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
Chi-Med's filings with the SEC and on AIM. None of Chi-Med, BofA
Securities, Inc., Goldman Sachs (Asia) L.L.C. and Morgan Stanley
& Co. LLC undertakes any 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 (the "Prospectus Regulation") or admission document for
the purposes of the AIM Rules for Companies will be made available
in connection with the matters contained in this announcement.
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
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.
In addition, this communication, in so far as it constitutes an
invitation or inducement to enter into investment activity (within
the meaning of s21 Financial Services and Markets Act 2000 as
amended) in connection with the securities which are the subject of
the Offering described in this announcement or otherwise, is being
directed only at persons who (i) are outside the United Kingdom or
(ii) have professional experience in matters relating to
investments falling within Article 19(5) (investment professionals)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) are persons falling
within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations etc.) of the Order; or (iv) are persons
to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale
of any securities may otherwise lawfully be communicated or caused
to be communicated (all such persons in (i) to (iv) 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 Offering, the underwriters may conduct
stabilization activities with respect to the ADSs on Nasdaq, in the
over-the-counter market or otherwise, to support the market price
of the ADSs at a higher level than that which might otherwise
prevail in the open market, in compliance with all applicable laws
and regulations, including Regulation M under the U.S. Securities
Exchange Act of 1934, as amended. These activities may include
short sales, stabilizing transactions and purchases of ordinary
shares or ADSs to cover positions created by short sales. Any
stabilization action may begin on the date of the final prospectus
supplement and, if begun, may be ended at any time but must end no
later than 30 calendar days thereafter. However, there is no
obligation on the underwriters (or any person acting for them) to
conduct any such stabilizing activities, and the stabilization
activities may be discontinued at any time. All stabilization
activities will be conducted by Goldman Sachs & Co. L.L.C. as
stabilization manager (or persons acting on its behalf).
CONTACTS
Investor Enquiries
Mark Lee, Senior Vice President +852 2121 8200
Annie Cheng, Vice President +1 (973) 567 3786
David Dible, Citigate Dewe Rogerson +44 7967 566 919 (Mobile)
david.dible@citigatedewerogerson.com
Xuan Yang, Solebury Trout +1 (415) 971 9412 (Mobile)
xyang@troutgroup.com
Media Enquiries
UK & Europe - Anthony Carlisle, +44 7973 611 888 (Mobile)
Citigate Dewe Rogerson anthony.carlisle@cdrconsultancy.co.uk
Americas - Brad Miles, Solebury Trout +1 (917) 570 7340 (Mobile)
bmiles@troutgroup.com
Hong Kong & Asia ex-China - Joseph Chi Lo, +852 9850 5033 (Mobile)
Brunswick jlo@brunswickgroup.com
- Zhou Yi, +852 9783 6894 (Mobile)
Brunswick yzhou@brunswickgroup.com
Mainland China - Sam Shen, Edelman +86 136 7179 1029 (Mobile)
sam.shen@edelman.com
Nominated Advisor
Atholl Tweedie, Panmure Gordon (UK) Limited +44 (20) 7886 2500
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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