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.
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: firstname.lastname@example.org; 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.