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3SBio Inc. — Capital/Financing Update 2020
Jun 18, 2020
49981_rns_2020-06-18_fed6744f-820c-414e-81a9-40ea7448ad09.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.
This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.
This announcement is not for 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 and the information herein do not constitute or form a part of any offer or solicitation to purchase, subscribe or sell securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”), or the securities laws of any state of the United States or other jurisdiction. The securities are being offered and sold outside the United States in reliance on Regulation S under the Securities Act (the “ Regulation S ”) and may not be offered or sold within the United States absent registration or an applicable exemption from registration under the Securities Act. No public offering of the securities will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.
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(incorporated in the Cayman Islands with limited liability) (Stock Code: 1530) (Convertible Bonds Code: 5241)
CLARIFICATION ANNOUNCEMENT (1) REPURCHASE OF ZERO COUPON CONVERTIBLE BONDS DUE 2022;
AND
(2) ISSUE OF €320,000,000 ZERO COUPON CONVERTIBLE BONDS DUE 2025
Reference is made to the announcement of 3SBio Inc. (the “ Company ”) dated 17 June 2020 in relation to, among others, the Concurrent Repurchase (the “ Announcement ”). Unless the context otherwise requires, capitalized terms used herein shall have the same meaning as those defined in the Announcement.
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The Board wishes to clarify that under the Concurrent Repurchase sections in the Announcement, due to an inadvertent clerical error, the amount of commitments from holders of the Existing Convertible Bonds to sell should be “€149,899,000”, as a result of which (i) the outstanding principal amount of the Existing Convertible Bonds following the settlement of the Concurrent Repurchase and the cancellation of the Existing Convertible Bonds repurchased should therefore be “€145,101,000”; and (ii) the approximate number of Shares which such outstanding Existing Convertible Bonds will be convertible into, assuming full conversion of such outstanding Existing Convertible Bonds at the conversion price of HK$14.28 per Share, should therefore be “91,105,747 Shares”.
The clarifications in this announcement do not have any material impact on the proposed Concurrent Repurchase or the proposed New Bonds Issue. Save for the aforesaid clarifications, all information in the Announcement remains unchanged. This clarification announcement is supplemental to and should be read in conjunction with the Announcement.
By order of the Board 3SBio Inc. Dr. LOU Jing Chairman
Shenyang, the PRC, 18 June 2020
As at the date of this announcement, the Board comprises Dr. LOU Jing and Ms. SU Dongmei as executive Directors; Mr. HUANG Bin and Mr. TANG Ke as non-executive Directors; and Mr. PU Tianruo, Mr. David Ross PARKINSON and Mr. WONG Lap Yan as independent non-executive Directors.
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