NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION OR DISSEMINATION IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
London: Tuesday, March 22, 2016: Further to its announcements on October 16, 2015, November 13, 2015, February 11, 2016, March 1, 2016, March 4, 2016, March 16, 2016 and March 18, 2016, Hutchison China MediTech Limited (“Chi-Med”) (AIM/Nasdaq: HCM) announces the closing of its offering of American depositary shares (“ADSs”) on the Nasdaq Global Select Market (the “Offering”).
The Offering raised gross proceeds of US$101,250,000 through the sale of 7,500,000 ADSs, each representing one-half of one ordinary share of Chi-Med, at a price of US$13.50 per ADS (equivalent to approximately £19.42 per ordinary share on the basis of an assumed exchange rate as quoted in the preliminary prospectus filed on March 4, 2016 of £1.00 to US$1.39). All of the ADSs in the Offering were sold by Chi-Med. Chi-Med has also granted the underwriters a 30-day option to purchase up to an additional 1,125,000 ADSs at the Offering price.
The ADSs sold in the Offering began trading on the Nasdaq Global Select Market on March 17, 2016. Chi-Med’s ordinary shares continue to be traded on the AIM market of the London Stock Exchange.
BofA Merrill Lynch and Deutsche Bank Securities (in alphabetical order) acted as joint global coordinators and joint bookrunners for the Offering. Stifel, Canaccord Genuity, Panmure Gordon & Co. and CITIC CLSA acted as co-managers for the Offering.
In connection with the Offering, a registration statement on Form F-1 (the “Form F-1 Registration Statement”) has been filed with, and declared effective by, the U.S. Securities and Exchange Commission (“SEC”). The Offering was made only by means of a prospectus. Copies of the final prospectus related to the Offering may be accessed through the SEC’s website at www.sec.gov or obtained from (in alphabetical order): (i) BofA Merrill Lynch, Attn: Prospectus Department, 222 Broadway, New York, NY 10038, or by email at firstname.lastname@example.org, or (ii) Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005, or by email at email@example.com.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy ADSs or any other securities, nor shall there be any sale of ADSs in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Application has been made for the 3,750,000 new ordinary shares issued by Chi-Med pursuant to the Offering, represented by the 7,500,000 ADSs, to be admitted to trading on AIM and it is expected that admission will become effective at 8.00am (GMT) on March 23, 2016. The 3,750,000 new ordinary shares issued by Chi-Med pursuant to the Offering have been credited as fully paid and rank pari passu in all respects with the existing ordinary shares of Chi-Med. As of the closing of the Offering, the issued share capital of Chi-Med is 60,283,118 and this figure may be used by shareholders as a denominator for the calculations by which they determine if they are required to notify their interest in, or change to their interest in, Chi-Med under the Disclosure and Transparency Rules, as incorporated into Chi-Med’s articles of association.
Christian Hogg, CEO
+852 2121 8200
International Media Enquiries
Anthony Carlisle, Citigate Dewe Rogerson
+44 7973 611 888 (Mobile)
U.S. Based Media Enquiries
Brad Miles, BMC Communications
+1 (917) 570 7340
Susan Duffy, BMC Communications
+1 (917) 499 8887
Jillian Connell, The Trout Group
+1 (646) 378 2956
David Dible, Citigate Dewe Rogerson
+44 20 7638 9571
+44 7967 566 919 (Mobile)
Panmure Gordon (UK) Limited
Richard Gray / Andrew Potts
+44 20 7886 2500
Chi-Med is a China-based, globally-focused healthcare group which researches, develops, manufactures and sells pharmaceuticals and health-related consumer products. Its Innovation Platform focuses on discovering and developing innovative therapeutics in oncology and autoimmune diseases for the global market. Its Commercial Platform manufactures, markets, and distributes prescription drugs and consumer health products in China.
Chi-Med is majority owned by the multinational conglomerate CK Hutchison Holdings Limited (SEHK: 0001). For more information, please visit: www.chi-med.com.
This announcement does not constitute a registration statement on Form F-1 and does not constitute or form, and will not form, part of any offer or invitation to sell or issue, or the solicitation of an offer to purchase or acquire, any of the ordinary shares or ADSs or any other securities in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (“U.S. Securities Act”). Any public offering of securities to be made in the United States will be made by means of a Form F-1 Registration Statement that has been declared effective by the SEC. The Form F-1 Registration Statement contains detailed information about the issuer and its management and financial statements. This announcement is being issued pursuant to and in accordance with Rule 135e under the U.S. Securities Act.
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 acquaint themselves with and observe any such restrictions.
In any EEA 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.
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 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 Promotion) Order 2005 (“Order”); or (iii) certain high value persons and entities who fall within Article 49(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”). The ADSs are only available to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such ADSs will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
This announcement may contain forward-looking statements that reflect Chi‑Med’s current expectations regarding future events. A list and description of risks, uncertainties and other risks associated with an investment in Chi‑Med can be found in Chi-Med’s filings with the SEC, including the Form F-1 Registration Statement. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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.