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Ascletis Pharma Inc. — Capital/Financing Update 2018
Aug 24, 2018
50081_rns_2018-08-24_46a83195-5dbe-42a3-a323-6e6efc7729e5.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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.
Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus dated Friday, July 20, 2018 (the “ Prospectus ”) issued by Ascletis Pharma Inc. (the “ Company ”).
This announcement is for information purposes only and does not constitute an invitation or offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities of the Company. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering before deciding whether or not to invest in the Offer Shares.
The Company makes this announcement pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). 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 does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.
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ASCLETIS PHARMA INC. 歌禮製藥有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1672)
STABILIZING ACTIONS, END OF STABILIZATION PERIOD AND LAPSE OF OVER-ALLOTMENT OPTION
END OF STABILIZATION PERIOD AND STABILIZATION ACTIONS
The Company announces that the stabilization period in connection with the Global Offering ended on Friday, August 24, 2018, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
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The stabilization actions undertaken by Morgan Stanley Asia Limited, or any of its affiliates or any person acting for it, the Stabilizing Manager, during the stabilization period involved:
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over-allocations of an aggregate of 33,620,000 Shares in the International Offering, representing 15% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;
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borrowing of an aggregate of 33,620,000 Shares by Morgan Stanley & Co. International plc from Dr. Wu and the Selling Shareholders pursuant to the Stock Borrowing Agreement to cover the over-allocations in the International Offering; and
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purchases of an aggregate of 33,620,000 Shares in the price range of HK$9.43 to HK$14.00 per Share (excluding brokerage of 1.0%, SFC transaction levy of 0.0027% and the Hong Kong Stock Exchange trading fee of 0.005%) on the market, during the stabilization period.
LAPSE OF OVER-ALLOTMENT OPTION
The Over-allotment Option was not exercised by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) during the stabilizing period and lapsed on Friday, August 24, 2014, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
END OF STABILIZATION PERIOD AND STABILIZATION ACTIONS
The Company announces that, pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), the stabilization period in connection with the Global Offering ended on Friday, August 24, 2018, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
The stabilization actions undertaken by Morgan Stanley Asia Limited, or any of its affiliates or any person acting for it, the Stabilizing Manager, during the stabilization period involved:
- over-allocations of an aggregate of 33,620,000 Shares in the International Offering, representing 15% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;
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borrowing of an aggregate of 33,620,000 Shares by Morgan Stanley & Co. International plc from Dr. Wu and the Selling Shareholders pursuant to the Stock Borrowing Agreement to cover the over-allocations in the International Offering; and
-
purchases of an aggregate of 33,620,000 Shares in the price range of HK$9.43 to HK$14.00 per Share (excluding brokerage of 1.0%, SFC transaction levy of 0.0027% and the Hong Kong Stock Exchange trading fee of 0.005%) on the market, during the stabilization period.
The Shares borrowed from Dr. Wu and the Selling Shareholders pursuant to the Stock Borrowing Agreement will be returned to Dr. Wu and the Selling Shareholders in accordance with the terms of the Stock Borrowing Agreement.
The last purchase in the course of stabilizing actions was made on August 14, 2018 at the price of HK$9.59 per Share on the Hong Kong Stock Exchange (excluding brokerage of 1.0%, SFC transaction levy of 0.0027% and the Hong Kong Stock Exchange trading fee of 0.005%).
LAPSE OF OVER-ALLOTMENT OPTION
The Over-allotment Option was not exercised by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) during the stabilizing period and lapsed on Friday, August 24, 2014, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.
PUBLIC FLOAT
The Company continues to comply with the public float requirements under Rules 8.08(1)(a) and 18A.07 of the Listing Rules.
By Order of the Board of Directors Ascletis Pharma Inc. 歌禮製藥有限公司 Jinzi Jason WU Chairman
Hangzhou, the People’s Republic of China August 24, 2018
As at the date of this announcement, the Board of Directors of the Company comprises Dr. Jinzi Jason WU and Mrs. Judy Hejingdao WU, as executive Directors; Mr. Wei FU, as non-executive Director; and Dr. Ru Rong JI, Dr. Yizhen WEI, Mr. Jiong GU and Ms. Lin HUA, as independent non-executive Directors.
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