TIDMHCM
RNS Number : 5508F
Hutchison China Meditech Limited
17 November 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
Chi-Med Announces US$100 Million Equity Investment by CPP
Investments
Hong Kong, Shanghai, & Florham Park, NJ: Tuesday, November
17, 2020: Hutchison China MediTech Limited ("Chi-Med" or the
"Company") (Nasdaq/AIM: HCM) today announces that it has entered
into a definitive agreement for the sale of US$100 million of
shares at a price equivalent to US$ 30 per American Depositary
Share ("ADS") via a private placement to Canada Pension Plan
Investment Board ("CPP Investments").
Mr. Christian Hogg, Chief Executive Officer of Chi-Med, said,
"We are very pleased to welcome CPP Investments as a shareholder.
CPP Investments' focus on building long-term value and its
experience in healthcare investing make it an important global
strategic partner to Chi-Med. We look forward to building on the
partnership as we work, during the next six months, to launch both
surufatinib and savolitinib in China, subject to approval, as well
as submit our first U.S. NDA on surufatinib."
Mr. Agus Tandiono, Managing Director and Head of Fundamental
Equities Asia at CPP Investments, said, "This placement aligns with
CPP Investments' focus on providing strategic, long-term capital to
industry leading companies where we can participate in the future
success of the business and help create greater value through
ongoing partnership. We look forward to supporting Chi-Med's work
on innovation in oncology treatment."
Chi-Med will receive all proceeds from this private placement of
the equivalent of 3,333,334 ADSs, which will fund ongoing research
and clinical development and support the further growth of its
commercialization capabilities both in China and globally.
Description of Share Capital and Securities Regulation
Chi-Med has agreed to issue 16,666,670 ordinary shares, par
value US$0.10 each (the "Shares"), pursuant to the private
placement. The 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. Each ADS represents five Shares.
The securities to be sold in the private placement will not be
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state or other applicable jurisdiction's
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state or other jurisdictions' securities laws. Subject to certain
conditions, the Company has agreed to file a registration statement
with the U.S. Securities and Exchange Commission registering the
resale of the Shares sold in the private placement to facilitate
future resales by CPP Investments. Any offering of the securities
under the resale registration statement will only be made by means
of a prospectus. CPP Investments has the right to appoint an
observer and a representative director to the board of directors of
the Company upon achieving certain ownership thresholds in the
future.
This announcement, including any information included or
incorporated by reference in this announcement, is for information
purposes only and shall not constitute nor form part of, and should
not be construed as, an offer to sell or the solicitation of an
offer to buy these securities, nor shall there be any offer,
solicitation or sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. No public
offering of the securities referred to in this announcement is
being made in the United States or elsewhere.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014.
Admission to the London Stock Exchange AIM market and Shares
Outstanding After Completion
Application will be made for the 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. GMT
on November 26, 2020.
Following admission of the Shares to trading on AIM, the issued
share capital of Chi-Med will consist of 727,702,215 ordinary
shares of US$0.10 each, with each share carrying one right to vote
and with no shares held in treasury. The figure of 727,702,215 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, if the 727,702,215 ordinary
shares were converted in their entirety, they would be equivalent
to 145,540,443 Nasdaq-traded ADSs (each equating to five ordinary
shares).
About CPP Investments
Canada Pension Plan Investment Board (CPP Investments(TM)) is a
professional investment management organization that invests around
the world in the best interests of the more than 20 million
contributors and beneficiaries of the Canada Pension Plan. In order
to build diversified portfolios of assets, investments in public
equities, private equities, real estate, infrastructure and fixed
income are made by CPP Investments. Headquartered in Toronto, with
offices in Hong Kong, London, Luxembourg, Mumbai, New York City,
San Francisco, São Paulo and Sydney, CPP Investments is governed
and managed independently of the Canada Pension Plan and at arm's
length from governments. At September 30, 2020, the fund totalled
C$456.7 billion.
About Chi-Med
Chi-Med (Nasdaq/AIM: HCM) is an innovative, commercial-stage,
biopharmaceutical company committed, over the past twenty years, to
the discovery and global development of targeted therapies and
immunotherapies for the treatment of cancer and immunological
diseases. It has a portfolio of nine cancer drug candidates
currently in clinical studies around the world and extensive
commercial infrastructure in its home market of China. For more
information, please visit: www.chi-med.com.
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 expectations regarding the use of proceeds
from the transaction as well as Chi-Med's clinical development and
regulatory plans for its drug candidates and Chi-Med's overall
business strategy. Forward-looking statements involve risks and
uncertainties. Such risks and uncertainties include, among other
things, assumptions regarding the funding necessary for Chi-Med's
future clinical development plans, enrollment rates, timing and
availability of subjects meeting a study's inclusion and exclusion
criteria, changes to clinical protocols or regulatory requirements,
unexpected adverse events or safety issues, the timing and ability
of Chi-Med to raise additional funding as needed for continued
operations, and the impact of the COVID-19 pandemic on general
economic, regulatory and political conditions. 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 U.S. Securities and Exchange Commission
and on AIM. Chi-Med 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.
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)
Chi-Med@fticonsulting.com
Asia - Joseph Chi Lo / Zhou Yi, Brunswick +852 9850 5033 (Mobile), jlo@brunswickgroup.com / +852 97
83 6894 (Mobile), y zhou@brunswickgroup.com
Nominated Advisor
Freddy Crossley / Atholl Tweedie, Panmure Gordon (UK)
Limited +44 (20) 7886 2500
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END
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