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VISEN Pharmaceuticals — Capital/Financing Update 2025
Mar 12, 2025
50673_rns_2025-03-12_4d22ef05-ed8b-48e9-a810-d6eb3a7cf3d4.pdf
Capital/Financing Update
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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.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated March 13, 2025 (the "Prospectus") issued by VISEN Pharmaceuticals (the "Company").
This announcement is for information purposes only and does not constitute an invitation or 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. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended.
This announcement is not for release, publication or 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 or in any other jurisdiction. The Offer 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") or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
In connection with the Global Offering, Morgan Stanley Asia Limited as stabilizing manager (the "Stabilizing Manager"), or any person acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager, 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, or any person acting for it, and may be discontinued at any time. Any such stabilizing action is required to be brought to an end on Thursday, April 17, 2025, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Such stabilizing action, if taken, 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 (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Potential investors should be aware that stabilizing action cannot be taken to support the price of the Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Thursday, April 17, 2025, being the 30th day after the last day for the lodging of 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.
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to the terms and conditions set out in the Prospectus. The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not resident in Hong Kong. Potential investors of the Offer Shares should note that the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section headed "Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination" in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date.
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VISEN
VISEN Pharmaceuticals
维昇药业
(incorporated in the Cayman Islands with limited liability)
GLOBAL OFFERING
| Number of Offer Shares under the Global Offering | 9,900,000 Shares (subject to the Offer Size Adjustment Option and the Over-allotment Option) |
|---|---|
| Number of Hong Kong Offer Shares | 990,000 Shares (subject to reallocation and the Offer Size Adjustment Option) |
| Number of International Offer Shares | 8,910,000 Shares (subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option) |
| Maximum Offer Price | HK$75.28 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015% (payable in full on application in Hong Kong dollars, subject to refund) |
| Nominal Value | US$0.0001 per Share |
| Stock Code | 2561 |
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
MORGAN STANLEY
JEFFERIES
Joint Bookrunners and Joint Lead Managers
(in alphabetical order)
CLSA
FUTU
GUOYUAN
SOOCHOW
Joint Lead Managers
(in alphabetical order)
PATRONS
RUIBANG
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IMPORTANT NOTICE TO INVESTORS FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of the Prospectus to the public in relation to the Hong Kong Public Offering.
The Prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information” section, and our website at www.visenpharma.com. If you require a printed copy of the Prospectus, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online through the White Form eIPO service at www.eipo.com.hk;
(2) apply through the HKSCC EIPO channel to electronically cause HKSCC Nominees to apply on your behalf, including by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system in accordance with your instruction.
We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of the Prospectus are identical to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the laws of Hong Kong).
If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that the Prospectus is available online at the website addresses above.
Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in the Prospectus for further details of the procedures through which you can apply for the Hong Kong Offer Shares electronically.
Your application through the White Form eIPO service or by giving electronic application instructions to HKSCC must be made for a minimum of 100 Hong Kong Offer Shares and in multiples of that number of Hong Kong Offer Shares as set out in the table below.
If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the number of Shares you have selected. You must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, you are required to pre-fund your application based on the amount specified by your broker or custodian, as determined based on the applicable laws and regulations in Hong Kong. You are responsible for complying with any such pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer Shares you applied for.
| No. of Hong Kong Offer Shares applied for | Maximum Amount payable^{(2)} on application
HK$ | No. of Hong Kong Offer Shares applied for | Maximum Amount payable^{(2)} on application
HK$ | No. of Hong Kong Offer Shares applied for | Maximum Amount payable^{(2)} on application
HK$ | No. of Hong Kong Offer Shares applied for | Maximum Amount payable^{(2)} on application
HK$ |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 100 | 7,603.92 | 1,500 | 114,058.80 | 8,000 | 608,313.59 | 90,000 | 6,843,527.89 |
| 200 | 15,207.84 | 2,000 | 152,078.41 | 9,000 | 684,352.79 | 100,000 | 7,603,919.88 |
| 300 | 22,811.76 | 2,500 | 190,097.99 | 10,000 | 760,391.99 | 150,000 | 11,405,879.82 |
| 400 | 30,415.68 | 3,000 | 228,117.60 | 20,000 | 1,520,783.98 | 200,000 | 15,207,839.75 |
| 500 | 38,019.61 | 3,500 | 266,137.20 | 30,000 | 2,281,175.97 | 250,000 | 19,009,799.70 |
| 600 | 45,623.52 | 4,000 | 304,156.79 | 40,000 | 3,041,567.95 | 300,000 | 22,811,759.65 |
| 700 | 53,227.44 | 4,500 | 342,176.40 | 50,000 | 3,801,959.95 | 350,000 | 26,613,719.58 |
| 800 | 60,831.36 | 5,000 | 380,195.99 | 60,000 | 4,562,351.93 | 400,000 | 30,415,679.52 |
| 900 | 68,435.28 | 6,000 | 456,235.20 | 70,000 | 5,322,743.91 | 450,000 | 34,217,639.45 |
| 1,000 | 76,039.19 | 7,000 | 532,274.39 | 80,000 | 6,083,135.90 | 495,000^{(1)} | 37,639,403.41 |
(1) Maximum number of Hong Kong Offer Shares you may apply for, and this is 50% of the Hong Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC).
No application for any other number of Hong Kong Offer Shares will be considered and any such application is liable to be rejected.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Listing Committee for the listing of, and permission to deal in, the Shares in issue, the Shares to be issued pursuant to the Global Offering (including any Shares that may be issued pursuant to the Offer Size Adjustment Option and the Over-allotment Option) and the Shares which may be issued pursuant to the Post-IPO Share Award Scheme.
STRUCTURE OF THE GLOBAL OFFERING
The Global Offering comprises:
(a) the Hong Kong Public Offering of initially 990,000 Offer Shares (subject to reallocation and the Offer Size Adjustment Option) in Hong Kong, representing 10.0% of the total number of Offer Shares initially available under the Global Offering; and
(b) the International Offering of initially 8,910,000 Offer Shares (subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option), representing 90.0% of the total number of Offer Shares initially available under the Global Offering.
The allocation of the Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation and the Offer Size Adjustment Option as described in the section headed "Structure of the Global Offering" in the Prospectus.
In connection with the Global Offering, the Company has the Offer Size Adjustment Option under the Hong Kong Underwriting Agreement, pursuant to which the Company may issue and allot up to an aggregate of 1,485,000 additional Offer Shares at the Offer Price. The Offer Size Adjustment Option provides flexibility to increase the number of Offer Shares available for purchase under the Global Offering to cover additional market demand, if any. The Offer Size Adjustment Option may be exercised by the Company after consultation with the Overall Coordinators and the Joint Sponsors on or before the Price Determination Date and will expire upon execution of the International Underwriting Agreement and the Price Determination Agreement.
In particular, the Overall Coordinators may allocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In accordance with Chapter 4.14 of the Guide for New Listing Applicants issued by the Stock Exchange, if such reallocation is done other than pursuant to the clawback mechanism as described in the section headed "Structure of the Global Offering — The Hong Kong Public Offering — Reallocation and Clawback" in the Prospectus, the maximum total number of Offer Shares that may be allocated to the Hong Kong Public Offering following such reallocation shall be not more than double the initial allocation to the Hong Kong Public Offering (i.e. 1,980,000 Shares), and the final Offer Price shall be fixed at the bottom end of the indicative Offer Price range (i.e. HK$68.44 per Offer Share).
In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the International Underwriters, exercisable by the Overall Coordinators on behalf of the International Underwriters. Pursuant to the Over-allotment Option, the International Underwriters have the right, exercisable by the Overall Coordinators (for themselves and on behalf of the International Underwriters) at any time from the date of the International Underwriting Agreement until Thursday, April 17, 2025, being the 30th day from the last day for lodging applications under the Hong Kong Public Offering, to require the Company to allot and issue up to an additional 1,485,000 Shares (representing not more than 15% of the Offer Shares initially available under the Global Offering assuming the Offer Size Adjustment Option is not exercised at all) or up to an additional 1,707,700 Shares (representing not more than 15% of the Offer Shares being offered under the Global Offering assuming the Offer Size Adjustment Option is exercised in full) at the Offer Price to the International Underwriters to among other things, cover over-allocations in the International Offering, if any, details of which are described in the section headed "Structure of the Global Offering - Over-allotment Option".
If the Over-allotment Option is exercised, an announcement will be made by the Company on the website of the Stock Exchange at www.hkexnews.hk and on the Company's website at www.visenpharma.com, respectively.
PRICING
The Offer Price will not be more than HK$75.28 per Offer Share and is expected to be not less than HK$68.44 per Offer Share, unless otherwise announced. Applicants under the Hong Kong Public Offering may be required to pay, on application (subject to application channels), the Maximum Offer Price of HK$75.28 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%.
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EXPECTED TIMETABLE
If there is any change in the following expected timetable of the Hong Kong Public Offering, our Company will issue an announcement to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.visenpharma.com.
Date(Note)
Hong Kong Public Offering commences ... 9:00 a.m. on Thursday, March 13, 2025
Latest time for completing electronic applications under the White Form eIPO service through the designated website www.eipo.com.hk ... 11:30 a.m. on Tuesday, March 18, 2025
Application lists of the Hong Kong Public Offering open ... 11:45 a.m. on Tuesday, March 18, 2025
Latest time for (a) completing payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (b) giving electronic application instructions to HKSCC ... 12:00 noon on Tuesday, March 18, 2025
If you are instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Public Offer Shares on your behalf, you are advised to contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above.
Application lists of the Hong Kong Public Offering close ... 12:00 noon on Tuesday, March 18, 2025
Expected Price Determination Date ... Wednesday, March 19, 2025
Announcement of the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.visenpharma.com on or before ... Thursday, March 20, 2025
Results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where applicable) to be available through a variety of channels, including:
- in the announcement to be posted on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.visenpharma.com, respectively ... Thursday, March 20, 2025
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from the designated results of allocations website at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment) with a “search by ID” function from. 11:00 p.m. on Thursday, March 20, 2025 to 12:00 midnight on Wednesday, March 26, 2025
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from the allocation results telephone enquiry line by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. on. Friday, March 21, 2025, Monday, March 24, 2025, Tuesday, March 25, 2025 and Wednesday, March 26, 2025
Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering to be dispatched or deposited into CCASS on or before Thursday, March 20, 2025
White Form e-Refund payment instructions/refund checks in respect of (i) wholly or partially successful applications (if applicable) and (ii) wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering to be despatched on or before Friday, March 21, 2025
Dealings in the Shares on the Stock Exchange expected to commence. at 9:00 a.m. on Friday, March 21, 2025
Note: All times refer to Hong Kong local time, except as otherwise stated.
SETTLEMENT
Subject to the granting of the listing of, and permission to deal in, the Shares on the Stock Exchange and compliance 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 Listing Date or any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS. Investors should seek the advice of their stockbroker or other professional advisor for details of those settlement arrangements and how such arrangements will affect their rights and interests.
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ELECTRONIC APPLICATION CHANNELS
The Hong Kong Public Offering period will begin at 9:00 a.m. on Thursday, March 13, 2025 and end at 12:00 noon on Tuesday, March 18, 2025 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
| Application Channel | Platform | Target Investors | Application Time |
|---|---|---|---|
| White Form eIPO service | www.eipo.com.hk | Applicants who would like to receive a physical Share certificate. | |
| Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. | From 9:00 a.m. on Thursday, March 13, 2025 to 11:30 a.m. on Tuesday, March 18, 2025, Hong Kong time. | ||
| The latest time for completing full payment of application monies will be 12:00 noon on Tuesday, March 18, 2025, Hong Kong time. | |||
| HKSCC EIPO channel | Your broker or custodian who is a HKSCC Participant will submit electronic application instruction(s) on your behalf through HKSCC’s FINI system in accordance with your instruction | Applicants who would not like to receive a physical Share certificate. | |
| Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant’s stock account. | Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian. |
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity limitations and potential service interruptions and you are advised not to wait until the last day of the application period to apply for Hong Kong Offer Shares.
Please refer to the sections headed "Structure of the Global Offering" and "How to Apply for Hong Kong Offer Shares" of the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.
Application for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and on the designated website (www.eipo.com.hk) for the White Form eIPO service (or as the case may be, the agreement you entered into with your broker or custodian).
PUBLICATION OF RESULTS
We expect to announce the results of the final Offer Price, the level of indications of interest in the Global Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong Offer Shares on the Stock Exchange's website at www.eipo.com.hk and our website at www.visenpharma.com by no later than 11:00 p.m. on Thursday, March 20, 2025 (Hong Kong time).
The results of allocations and the identification document numbers of successful applicants (where applicable) under the Hong Kong Public Offering will be available through a variety of channels at the times and dates and in the manner specified in the section headed "How to Apply for Hong Kong Offer Shares — B. Publication of Results" in the Prospectus.
If an application is rejected, not accepted or accepted in part only, or if the conditions of the Global Offering as set out in the section headed "Structure of the Global Offering — Conditions of the Global Offering" in the Prospectus are not satisfied or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee, will be refunded (subject to application channels), without interest.
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 evidence of title at 8:00 a.m. on Friday, March 21, 2025 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the section headed "Underwriting" in the Prospectus has not been exercised. Investors who trade Shares prior to the receipt of Share certificates or the Share certificates becoming valid do so entirely at their own risk.
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Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Friday, March 21, 2025, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, March 21, 2025. The Shares will be traded in board lots of 100 Shares each and the stock code of the Shares will be 2561.
By order of the Board
VISEN Pharmaceuticals
Mr. LU An-bang (盧安邦)
Executive Director and Chief Executive Officer
Hong Kong, March 13, 2025
As at the date of this announcement, the board of directors of the Company comprises (i) Mr. LU An-bang as executive director; (ii) Mr. Michael Wolff JENSEN, Mr. Jan Møller MIKKELSEN, Mr. FU Shan, Mr. Michael J. CHANG and Mr. CAO Yibo as non-executive directors; and (iii) Dr. YAO Zhengbin (Bing), Mr. CHAN Peng Kuan and Ms. NI Hong as independent non-executive directors.
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