Full Press Release Details
HUTCHMED Launches Hong Kong Initial Public Offering
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.
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.
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 4.15 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
The Company has entered into cornerstone investment
agreements with investors affiliated with CA Fern Parent, 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
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
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.
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.
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.
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 being filed with the
SEC on June 21, 2021 and the final prospectus supplement to be filed with the SEC on 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, 2nd 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").
(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:
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.
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