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3SBio Inc. — Capital/Financing Update 2015
Jun 1, 2015
49981_rns_2015-06-01_7d9fcaaa-98a2-400f-ac03-cca2d9f5b2b5.pdf
Capital/Financing Update
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Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the prospectus dated June 1, 2015 (the “ Prospectus ”) issued by 3SBio Inc. (the “ Company ”).
This announcement is for information purposes only and does not constitute an invitation or an offer to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This announcement is not an offer to sell, or a solicitation of an offer to buy or subscribe for any securities (the “ Shares ”) of the Company in the United States or in any other jurisdictions. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws of the United States, and may not be offered or sold in the United States except pursuant to an effective registration statement or in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
In connection with the Global Offering, Goldman Sachs (Asia) L.L.C., as stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or maintaining the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period beginning on the Listing Date and expected to end on the 30th day after the last day for lodging of applications under the Hong Kong Public Offering. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of the Stabilizing Manager and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day for the lodging of 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 (Cap. 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Potential investors should be aware that stabilizing actions cannot be taken to support the price of the Shares for longer than the stabilization period which will begin on the Listing Date and is expected to expire on the 30th day after the last date for lodging applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken and demand for the Shares and the price of the Shares could fall.
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3SBIO INC.
(Incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the : 606,100,000 Shares (including 484,880,000 Global Offering New Shares and 121,220,000 Sale Shares subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 60,610,000 Shares (subject to reallocation) Number of International Placing Shares : 545,490,000 Shares (including 424,270,000 New Shares and 121,220,000 Sale Shares subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$9.10 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars, subject to refund) Nominal Value : US$0.00001 Stock Code : 1530
Joint Sponsors
Joint Global Coordinators
Joint Bookrunners and Joint Lead Managers
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Application has been made by the Company to the Listing Committee for the granting of the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to (i) the Global Offering (including the additional shares which may be issued upon the exercise of the Over-allotment Option); and (ii) the exercise of the options to be granted under the Post-IPO Share Option Scheme.
The Global Offering comprises: (i) the Hong Kong Public Offering of initially 60,610,000 Shares (subject to reallocation), and (ii) the International Placing of 545,490,000 Shares (including 424,270,000 New Shares and 121,220,000 Sale Shares subject to reallocation and the Over-allotment Option). The allocation of the Offer Shares between the Hong Kong Public Offering and the International Placing will be subject to adjustment as stated in the section headed “Structure of the Global Offering” in the Prospectus. In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the International Underwriters, which is exercisable by the Joint Global Coordinators on behalf of the International Underwriters, to require the Company to allot and issue up to 90,915,000 additional Offer Shares, representing approximately 15% of the initial Offer Shares initially being offered under the Global Offering. In the event the Over-allotment Option is exercised, an announcement will be made by the Company and the announcement will be available at the websites of the Company at www.3sbio.com and the Stock Exchange at www.hkexnews.hk .
If the Stock Exchange grants approval for the listing of, and permission to deal in, the Shares and we comply with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares or any other date HKSCC chooses. Settlement of transactions between Exchange Participants (as defined in the Listing Rules) is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS.
The Offer Price will not be more than HK$9.10 per Offer Share and will not be less than HK$8.30 per Offer Share. Applicants for Hong Kong Offer Shares are required to pay, upon application, the maximum Offer Price of HK$9.10 for each Offer Share together with a brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$9.10 per Offer Share.
Applications for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions of the Prospectus and the related Application Forms and the designated website (www.eipo.com.hk) for the White Form eIPO.
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Applicants who would like to be allocated the Hong Kong Offer Shares in their own names should (i) complete and sign the WHITE Application Forms; or (ii) submit applications online through the designated website of the White Form eIPO Service Provider at www.eipo.com.hk under the White Form eIPO service. Applicants who would like to have the allocated Hong Kong Offer Shares issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants should (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS.
Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Monday, June 1, 2015 to 12:00 noon on Thursday, June 4, 2015 at:
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Morgan Stanley Asia Limited, Level 46, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong;
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Goldman Sachs (Asia) L.L.C., 68th Floor, Cheung Kong Center, 2 Queen’s Road Central, Central, Hong Kong;
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CLSA Limited, 18/F, One Pacific Place, 88 Queensway, Hong Kong;
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China International Capital Corporation Hong Kong Securities Limited, 29/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong; and
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Any of the branches of the following receiving bank:
Standard Chartered Bank (Hong Kong) Limited
District Branch Name
Address
Hong Kong Island
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Des Voeux Road Branch Standard Chartered Bank Building, 4-4A, Des Voeux Road Central, Central
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Hennessy Road Branch 399 Hennessy Road, Wanchai
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Quarry Bay Branch G/F, Westlands Gardens,
G/F, Westlands Gardens, 1027 King’s Road, Quarry Bay
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| District | Branch Name | Address |
|---|---|---|
| Aberdeen Branch | Shop 4A, G/F and Shop 1, | |
| 1/F, Aberdeen Centre Site | ||
| 5, No.6-12 Nam Ning | ||
| Street, Aberdeen | ||
| Kowloon | Kwun Tong Hoi Yuen | G/F, Fook Cheong |
| Road Branch | Building, No. 63 Hoi Yuen | |
| Road, Kwun Tong, | ||
| Kowloon | ||
| Mongkok Branch | Shop B, G/F, 1/F & 2/F, | |
| 617-623 Nathan Road, | ||
| Mongkok | ||
| Tsimshatsui Branch | G/F, 8A-10 Granville | |
| Road, Tsimshatsui | ||
| Telford Gardens Branch | Shop P9-12, Telford | |
| Centre, Telford Gardens, | ||
| Tai Yip Street, Kwun Tong | ||
| Lok Fu Shopping Centre | Shop G201, G/F., Lok Fu | |
| Branch | Shopping Centre | |
| New Territories | Tsuen Wan Branch | Shop C, G/F & 1/F, Jade |
| Plaza, 298 Sha Tsui Road, | ||
| Tsuen Wan | ||
| Maritime Square Branch | Shop 308E, Level 3, | |
| Maritime Square, Tsing Yi | ||
| Tai Po Branch | G/F shop No. 2, 23 - 25 | |
| Kwong Fuk Road, Tai Po | ||
| Market, Tai Po |
Copies of the Prospectus, together with the YELLOW Application Forms, may be obtained during normal business hours from 9:00 a.m. on Monday, June 1, 2015 to 12:00 noon on Thursday, June 4, 2015 at the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or your stock broker, who may have such Application Forms and the Prospectus available.
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The WHITE or YELLOW Application Forms completed in all respects in accordance with the instructions printed thereon, together with cheques or banker’s cashier orders payable to “Horsford Nominees Limited — 3SBio Public Offer” attached should be securely stapled and deposited in the special collection boxes provided at any of the branches of the receiving bank listed above, at the following times:
Monday, June 1, 2015 — 9:00 a.m. to 5:00 p.m. Tuesday, June 2, 2015 — 9:00 a.m. to 5:00 p.m. Wednesday, June 3, 2015 — 9:00 a.m. to 5:00 p.m. Thursday, June 4, 2015 — 9:00 a.m. to 12:00 noon
Applicants applying by White Form eIPO may submit their applications through the White Form eIPO Service at www.eipo.com.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Monday, June 1, 2015 to 11:30 a.m. on Thursday, June 4, 2015 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Thursday, June 4, 2015 or such later date as described in the section headed “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.
CCASS Participants can input electronic application instructions from 9:00 a.m. on Monday, June 1, 2015 until 12:00 noon on Thursday, June 4, 2015 or such later date as described in the section headed “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in the Prospectus.
Please refer to the “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” sections of the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.
The Company expects to publish the announcement on the Offer Price, the level of applications in the Hong Kong Public Offering, the level of indication of interest in the International Placing, result of applications and the basis of allocation of the Hong Kong Offer Shares on Wednesday, June 10, 2015 in South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), and on the Company’s website at www.3sbio.com and the website of the Stock Exchange at www.hkexnews.hk .
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Results of allocations of the Hong Kong Public Offering, and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants (where appropriate) under the Hong Kong Public Offering will be available in the manners as specified in the section headed “How to Apply for Hong Kong Offer Shares — 11. Publication of Results” in the Prospectus from Wednesday, June 10, 2015.
No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. Share certificates will only become valid at 8:00 a.m. on Thursday, June 11, 2015 provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting — Hong Kong Public Offering — Grounds for Termination” in the Prospectus has not been exercised. It is expected that dealings in the Offer Shares on the Stock Exchange will commence at 9:00 a.m. on Thursday, June 11, 2015. Our Shares will be traded in board lots of 500 Shares each under the stock code 1530.
By Order of the Board of 3SBio Inc. Mr. LOU Jing Chairman
Hong Kong, June 1, 2015
As at the date of this announcement, the Board comprises Mr. LOU Jing, Mr. TAN Bo, Ms. SU Dongmei and Mr. HUANG Bin as executive Directors, Mr. LIU Dong, Mr. LV Dong as non-executive Directors, Mr. PU Tianruo, Mr. David Ross PARKINSON and Mr. MA Jun as independent non-executive Directors.
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