TIDMHCM
RNS Number : 1664W
Hutchison China Meditech Limited
15 April 2019
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 Files Application to List in Hong Kong and Announces
Proposed Global Offering
Hong Kong: Monday, April 15, 2019: Hutchison China MediTech
Limited ("Chi-Med" or the "Company") (AIM/Nasdaq: HCM), the
commercial-stage biopharmaceutical company focused on discovery,
development and commercialization of targeted therapies and
immunotherapies for oncology and immunological diseases, is pleased
to announce today that it has submitted a listing application on
Form A1 to The Stock Exchange of Hong Kong ("SEHK") to apply for
the listing of, and permission to deal in, its Shares on the Main
Board of the SEHK. In connection with the proposed listing on the
SEHK, the Company proposes to undertake a global offering of its
Shares (collectively, the "Offering"). Currently, the Company's
Shares are admitted for trading on the AIM market of the London
Stock Exchange and its American Depositary Shares ("ADS"), each
representing one-half of one Share, are listed on the Nasdaq Global
Select Market.
Simon To, Chairman of Chi-Med, commented: "We are delighted to
announce our proposed Hong Kong listing and global offering of
Shares. The current pace of development of the biotech ecosystem in
China is remarkable. It is being fueled by the major unmet medical
needs in China, systemic regulatory reforms that are accelerating
new drug innovation and deepening market access. This positive
industry background has been bolstered by the introduction of new
SEHK listing rules aimed at expanding efficient access to growth
capital for biotech companies in the region. We now see great
benefit in seeking a listing in Hong Kong, our home market, to
supplement our already highly successful AIM and Nasdaq listings.
We expect the listing to enhance liquidity for our shareholders and
strengthen our access to capital with a view to ensuring that we
can fully realize the considerable potential of our drug portfolio
and continue to strive to become a global biopharmaceutical
company."
Although the final structure and size of the potential Offering
is yet to be determined, Chi-Med expects that the net proceeds from
any primary sale of Shares in the Offering, when completed, will be
used mainly to fund the late-stage clinical development of its
global and China pipeline and advance its pipeline of
clinical-stage drug candidates, which will be described in
Chi-Med's Hong Kong prospectus to be issued in connection with the
Hong Kong public offering of the Shares if the Offering proceeds
(and in a prospectus supplement for the Offering in the United
States).
Christian Hogg, CEO of Chi-Med, commented: "We have a highly
productive discovery engine, a world-class scientific team of well
over 400 people and an expanding pipeline, currently of eight drug
candidates in over 30 clinical trials in China and around the
world. We are targeting two further new drug approvals over the
next two years, on savolitinib and surufatinib, subject to positive
clinical outcomes, to add to last year's launch in China of Elunate
(fruquintinib capsules), for colorectal cancer. Together with the
new listing, we believe this strong platform will allow Chi-Med to
reinforce our position as a leading innovator in China oncology and
to move forward at speed with the global development of our key
drug candidates."
CK Hutchison Holdings Limited ("CKHH" or "CK Hutchison"),
currently the Company's majority shareholder with a 60.2%
shareholding, has informed the Company that it plans a secondary
sale of a portion of its Shares in Chi-Med through the Offering.
CKHH has also informed Chi-Med that it intends to reduce its
shareholding to below 50% both to improve liquidity in Chi-Med's
Shares and in order that Chi-Med would no longer be a consolidated
subsidiary in the financial statements of CKHH.
Canning Fok, Group Managing Director of CKHH, commented: "Since
we founded Chi-Med in 2000, it has enjoyed a truly remarkable
ascent to become the first ever China-based biotech company to
bring a targeted cancer therapy from discovery through to
unconditional approval. We believe that, in order to maximize
patient benefit and shareholder value, we need to provide Chi-Med
with full flexibility to accelerate investment in its own strategic
goals, based on maximizing the potential of its clinical pipeline
globally, independent of CKHH's earnings objectives. While we
intend, for the first time since its inception, to realize a
portion of the considerable value created by Chi-Med through the
planned SEHK listing, we firmly believe in its growth potential and
plan to maintain a significant shareholding in Chi-Med as an
investment for the long term."
A redacted form of the Company's application proof of its draft
prospectus which was submitted to the SEHK is expected to be
available for viewing on and downloading from the SEHK's website at
www.hkexnews.hk/app/sehkappmainindex.htm from April 15, 2019. The
application proof contains, among other things, certain business
and financial information relating to the Company. Shareholders and
potential investors of the Company should note that the application
proof is in draft form and the information contained in it is
subject to change which could be material. The Company does not
have any obligation or liability whatsoever in relation to the
application proof. Only those persons who are residents of Hong
Kong or not prohibited by any laws and regulations from gaining
access to the listing applicant's documents may access the
Company's listing application. Such listing documents available on
the SEHK's website are not part of any offering in the United
States.
The Company's listing application is subject to review by the
SEHK and approval of the Listing Committee of the SEHK. Upon
in-principle approval being obtained for the SEHK listing, the
Company will undertake a roadshow and bookbuilding process and a
public offering of the Shares in Hong Kong. Further information on
the SEHK listing application process can be found on the SEHK's
website at
www.hkex.com.hk/Listing/Getting-Started/Listing-on-the-Main-Board.
The Company's listing application and the Offering is subject
to, among other things, the completion of the review process of the
Company's listing application by the SEHK, approval of the Listing
Committee of the SEHK for the listing of, and permission to deal
in, the Shares on the Main Board of the SEHK and the final decision
of the Company's Board of Directors. Accordingly, shareholders and
potential investors of the Company should be aware that there is no
assurance that the Offering will take place or as to when it may
take place. If the Offering does not proceed for any reason, the
secondary sale of a portion of the Shares by CKHH in connection
with the Offering will not take place. Shareholders and potential
investors of the Company should exercise caution when dealing in
the securities of the Company.
The Company has made the application to the SEHK at this time to
facilitate a potential listing on the SEHK in the third quarter of
2019.
In connection with the Offering, the Company proposes to (a)
implement a share split whereby one share will be sub-divided into
10 shares and (b) amend certain provisions of the Company's
Articles of Association to reflect certain requirements of the
SEHK. Concurrent with the proposed share split, the ADS ratio will
be changed from 1 ADS representing one-half Share to 1 ADS
representing 5 Shares, so that the foregoing share split will not
affect the trading price of our ADSs. The share split will,
however, result in a reduction in the price of each Share trading
on the AIM market such that, immediately following the share split,
the price of each Share on AIM will be one-tenth of the price prior
to the split. Further details will be provided to shareholders in
due course and an extraordinary general meeting of the Company will
be convened to obtain shareholders' approval for the share split
and the amendments to the Company's Articles of Association.
Goldman Sachs (Asia) L.L.C. and Merrill Lynch Far East Limited
(in alphabetical order) are the joint sponsors of the Offering.
The Company plans that the sale of Shares outside of Hong Kong,
initially offered in the United States and sold outside the United
States that may be resold from time to time in the United States,
will be offered pursuant to an automatically effective shelf
registration statement that has been previously filed with the U.S.
Securities and Exchange Commission (the "SEC"). However, the
registration of the Offering will not be complete unless and until
a prospectus supplement has been filed containing the terms and
plan of distribution of the Offering pursuant to the U.S.
Securities Act of 1933, as amended (the "Securities Act"). The
securities referred to herein may not be offered or sold in the
United States absent registration under the Securities Act or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. Any public
offering of securities to be made in the United States will be made
by means of a prospectus and a prospectus supplement. Such
prospectus and a prospectus supplement will contain or incorporate
by reference detailed information about the Company and its
management and financial statements.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy, 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.
About CK Hutchison
Listed on The Stock Exchange of Hong Kong Limited, CK Hutchison
is a multinational conglomerate committed to innovation and
technology with businesses spanning the globe. With operations in
over 50 countries and over 300,000 employees worldwide, CK
Hutchison is principally engaged in five core businesses - ports
and related services, retail, infrastructure, energy and
telecommunications.
CK Hutchison reported turnover of approximately HK$453 billion
(US$58 billion) for the year ended 31 December 2018.
For more information, please visit www.ckh.com.hk.
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 420 scientists and staff focusing on
discovering, developing and commercializing targeted therapeutics
and immunotherapies in oncology 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.
Dual-listed on the AIM market of the London Stock Exchange and
the Nasdaq Global Select Market, Chi-Med is headquartered in Hong
Kong and majority owned by the multinational conglomerate CK
Hutchison Holdings Limited (SEHK: 1). 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. Actual results or developments may differ materially from
those projected or implied in these forward-looking statements.
Factors that may cause such a difference include risks and
uncertainties related to completion of the SEHK's review of
Chi-Med's listing application and completion of the Offering
(including the terms of the Offering), market conditions, the
satisfaction of customary closing conditions related to the
Offering, whether and the degree to which Chi-Med will continue to
benefit from CKHH's support, and Chi-Med's ability to progress the
development of its drug candidates and successfully commercialize
them. More information about the risks and uncertainties faced by
Chi-Med will be contained or incorporated by reference in the
preliminary prospectus filed with the SEHK and preliminary
prospectus supplement filed with the SEC, in each case related to
the Offering, when completed. 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
SEHK, SEC 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.
Important Notice
No prospectus required for the purposes of the Prospectus
Directive or admission document will be made available in
connection with the matters contained in this announcement. For
these purposes, the term "Prospectus Directive" means Directive
2003/71/EC (including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member States) and includes any
relevant implementing measure in the Relevant Member State and the
term "2010 PD Amending Directive" means Directive 2010/73/EU.
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 Offering, the price of the Shares may be
stabilized in accordance with the Securities and Futures (Price
Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). Details
of any intended stabilization and how it will be regulated under
the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong) will be contained in the Company's Hong Kong prospectus,
which will be issued in Hong Kong in connection with the Hong Kong
public offering of the Shares if the Offering proceeds (and in a
prospectus supplement for the Offering in the United States.
For readers in the European Economic Area
In any European Economic Area Member State that has implemented
the Prospectus Directive, this announcement is only addressed to
and directed at qualified investors in that Member State within the
meaning of the Prospectus Directive. The term "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in each
relevant Member State), together with any relevant implementing
measure in the relevant Member State.
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 Financial Services and Markets Act 2000, as
amended) in connection with the securities which are the subject of
the potential offering described in this announcement or otherwise,
is being directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters
relating to investments who fall within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000
(Financial e49(2)(a) to (d) (high net worth companies,
unincorporated associations etc.) of the Order; or (iv) any other
person to whom it may lawfully be communicated (all such persons in
(i) to (iv) together being referred to as "relevant persons"). Any
person who is not a relevant person should not act or rely on this
announcement or any of its contents.
FOR READERS IN THE PEOPLE'S REPUBLIC OF CHINA ("PRC")
This announcement shall not be deemed as 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.
Inside Information
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014.
CONTACTS
Investor Enquiries
Mark Lee, Senior Vice President, Corporate Finance & Development +852 2121 8200
Annie Cheng, Vice President, Corporate Finance & Development +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, Citigate Dewe Rogerson +44 7973 611 888 (Mobile)
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, Brunswick +852 9850 5033 (Mobile)
jlo@brunswickgroup.com
- Zhou Yi, Brunswick +852 9783 6894 (Mobile)
yzhou@brunswickgroup.com
Mainland China - Sam Shen, Edelman +86 136 7179 1029 (Mobile)
sam.shen@edelman.com
Nominated Advisor
Richard Gray / 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
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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