TIDMHCM
RNS Number : 3223C
Hutchmed (China) Limited
18 June 2021
HUTCHMED Launches Hong Kong Initial Public Offering
Hong Kong, Shanghai, & Florham Park, NJ - Friday , June 18,
2021: HUTCHMED (China) Limited (" HUTCHMED " or the "Company")
(Nasdaq/AIM: HCM) today announces the launch of its Hong Kong
public offering (the "Hong Kong Public Offering"), which forms part
of the global offering (the "Global Offering") of 104,000,000 new
ordinary shares (the "Offer Shares") and the proposed primary
listing of its ordinary shares (the "Shares") on the Main Board of
The Stock Exchange of Hong Kong Limited (the "SEHK") under the
stock code "13". The Company will receive all of the net proceeds
from the Global Offering.
The Global Offering initially comprises 13,000,000 new Shares
under the Hong Kong Public Offering and 91,000,000 new Shares under
the international offering (the "International Offering"),
representing approximately 12.5% and 87.5 % of the total number of
Offer Shares in the Offering, respectively, subject to
re-allocation between the Hong Kong Public Offering and the
International Offering for any over-subscriptions in the Hong Kong
Public Offering and over-allotment. In addition, the Company
expects to grant the international underwriters an over-allotment
option ("Over-allotment Option") to purchase up to an additional
15,600,000 new Shares in the International Offering, representing
not more than 15% of the Offer Shares initially available under the
Global Offering.
The offer price for the Global Offering (the "Offer Price") will
be not more than HK$ 45.00 per Share (the "Maximum Offer Price"),
which is equivalent to approximately US$29 per American depositary
share ("ADS") or GBP4.15 per Share. The Company is expected to set
the Offer Price on or about June 23, 2021 Hong Kong time by making
reference to, among other factors, the closing price of the ADSs on
the Nasdaq Global Select Market ("Nasdaq") and the Shares on the
AIM market of the London Stock Exchange ("AIM") on the last trading
day on or before the price determination date and investor demand
during the marketing process. Shares will be traded on the SEHK in
board lots of 500 Shares. The Company expects to announce the Offer
Price so determined on June 23 , 2021.
The Company has entered into cornerstone investment agreements
with entities affiliated with The Carlyle Group Inc., Canada
Pension Plan Investment Board, General Atlantic, HBM Healthcare
Investments and CICC Grandeur Fund. Under such agreements, they
have agreed to, subject to certain conditions, subscribe for such
number of Offer Shares that may be purchased with an aggregate
amount of HK$2,535 million (approximately US$325 million) at the
Offer Price, representing approximately 54% of the Offer Shares
initially being offered under the Global Offering assuming such
Offer Shares are sold at the Maximum Offer Price, which percentage
is subject to the Over-allotment Option. Such Offer Shares are
being sold in reliance on Regulation S ("Regulation S") or another
exemption from the registration requirements of the U.S. Securities
Act of 1933 ("Securities Act"), and this cornerstone placing will
form part of the International Offering.
The Company's ADSs, each representing five ordinary shares of
the Company, will continue to be listed and traded on the Nasdaq,
and the Shares will remain admitted to trading on AIM. Investors in
the Global Offering will only be able to purchase Shares and will
not be able to take delivery of ADSs. Upon listing, the Hong
Kong-listed Shares will be fully fungible with the Shares
represented by ADSs listed on Nasdaq and the Shares admitted to
trading on AIM.
The Company 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 proposed Global
Offering.
*****
Fully Electronic Application Process for the Hong Kong Public
Offering
HUTCHMED has decided to adopt a fully electronic application
process for the Hong Kong Public Offering, with no printed copies
of the prospectus or application forms. As a company which has been
highly committed to environmental, social and corporate
responsibility matters since its founding, HUTCHMED believes such
method will help mitigate the environmental impact of printing and
minimize the exploitation of natural resources, among others. The
prospectus is available at the website of the SEHK at
www.hkexnews.hk and the Company's website at www.hutch-med.com.
The Company encourages applicants for the Hong Kong Public
Offering to view its prospectus and apply online through the White
Form eIPO service at www.eipo.com.hk, or apply through the CCASS
EIPO service. The Hong Kong Public Offering will commence at 9:00
a.m. on Friday , June 18 , 2021 Hong Kong time and will close at
12:00 noon on Wednesday , June 23 , 2021 Hong Kong time.
Potential applicants may call the enquiry hotline of
Computershare Hong Kong Investor Services Limited if they have any
question about making applications for the Hong Kong Offer Shares.
The hotline number is +852 2862 8646, and will be open from 9:00
a.m. to 9:00 p.m. on Friday , June 18 , 2021, Monday , June 21 ,
2021 and Tuesday , June 22 , 2021; from 9:00 a.m. to 6:00 p.m. on
Saturday , June 19 , 2021 and Sunday , June 20 , 2021; and from
9:00 a.m. to 12:00 noon on Wednesday , June 23 , 2021, Hong Kong
time.
*****
Information about the Global Offering
The International Offering will include Shares to be offered and
sold (i) pursuant to the shelf registration statement on Form
F-3ASR that was filed with the SEC and became effective on April 6,
2020, and the preliminary prospectus supplement to be filed with
the SEC and the final prospectus supplement to be filed with the
SEC on or about June 24, 2021 (the "Registered Offering") and (ii)
in respect of shares sold to cornerstone investors, in reliance on
Rule 901 of Regulation S or pursuant to another exemption from the
registration requirements of the Securities Act (the "Exempt
Offering"). For investors in the Registered Offering, the
registration statement on Form F-3 and the preliminary prospectus
supplement will be available at the SEC website at: www.sec.gov.
Copies of the prospectus supplement and the accompanying prospectus
for the Registered Offering, as well as the international offering
circular for the Exempt Offering, may also be obtained from Morgan
Stanley & Co. LLC, 180 Varick Street, 2(nd) 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.
The proposed Global Offering is subject to market and other
conditions, and there can be no assurance as to whether or when the
Global Offering may be completed, or as to the actual size or terms
of the Global Offering. This announcement shall not constitute an
offer to sell or the solicitation of an offer or an invitation to
buy any securities of the Company, nor shall there be any offer or
sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such state or other jurisdiction. This announcement does not
constitute a prospectus (including as defined under the laws of
Hong Kong) and potential investors should read the prospectus of
the Company for detailed information about the Company and the
proposed offering, before deciding whether or not to invest in the
Company. This announcement has not been reviewed or approved by the
SEHK or the Securities and Futures Commission of Hong Kong.
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) ("MAR").
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. Such
risks and uncertainties include, among other things, the
possibility that the closing conditions for the Global Offering
will not be satisfied. 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 preliminary prospectus supplement 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.
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 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 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 date 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"). 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 30(th) 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.
FOR READERS IN THE EUROPEAN ECONOMIC AREA
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 .
FOR READERS IN THE UNITED KINGDOM
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 potential 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 .
FOR READERS IN THE PEOPLE'S REPUBLIC OF CHINA ("PRC")
This announcement shall not be deemed as a public invitation or
inducement to enter into investment activity, nor shall the
publication of this announcement be deemed as offering securities
consultation-related services in the PRC (for the purpose of this
announcement only, excluding Hong Kong, Macau and Taiwan). The
securities which are the subject of the potential offering
described in this announcement may not be offered or sold, and will
not be offered or sold to any person for re-offering or resale,
directly or indirectly, to any resident of the PRC except pursuant
to applicable laws and regulations of the PRC.
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 97 83 6894 (Mobile)
HUTCHMED@brunswickgroup.com
Nominated Advisor
Freddy Crossley / Atholl Tweedie, Panmure Gordon (UK)
Limited +44 (20) 7886 2500
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END
ALSEADKXFELFEAA
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June 18, 2021 02:01 ET (06:01 GMT)
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