Atul Deshpande PhD, MBA
Chief Strategy Officer and Head, US Ops.
December 09, 2020
This press release 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) or any other jurisdiction where such distribution is prohibited by law. This press release does not constitute and is not an offer to sell or an invitation or solicitation of an offer to buy or subscribe for, any securities of HBM Holdings Limited (the “Company”) in Hong Kong, in the United States or elsewhere. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus may be obtained from the Company or the selling security holder and will contain detailed information about the Company and management, as well as financial statements. There will be no, and is not currently intended to be, any public offering of securities of the Company in the United States. The shares offered (the “Offer Shares”) may only be offered and sold outside the United States in reliance on Regulation S under the U.S. Securities Act and may not be offered or sold within the United States absent registration under or an applicable exemption from, or in a transaction not subject to, the registration requirements any under the U.S. Securities Act and applicable state securities laws of the United States.
The price of the securities of the Company may be stabilized in accordance with the Securities and Futures (Price Stabilizing) Rules under the laws of Hong Kong. The details of the intended stabilization and how it will be regulated under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) is contained in the prospectus of the Company dated November 30, 2020（the “Prospectus”）. Unless otherwise defined herein, capitalized terms in this press release shall have the same meanings as those defined in the Prospectus.
You are cautioned not to place any undue reliance on the forward-looking statements (if any) contained herein. The Company can give no assurance that these forward-looking statements will prove to have been correct. These forward-looking statements are not a guarantee of future performance and are subject to certain risks, uncertainties and assumptions. Expectations reflected in these forward-looking statements are subject to change and the Company undertakes no obligation to update or revise any forward-looking statements herein.
HBM Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 02142)
Announces the Offer Price and Allotment Results of the Global Offering
(9 December, 2020 - Hong Kong) HBM Holdings Limited (the “Company”, stock code: 02142) today announces the allotment results of the global offering (the “Global Offering”). The Offer Price has been determined at HK$12.38 per Offer Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%).
The Offer Shares initially offered under the Hong Kong Public Offering have been very significantly over-subscribed. A total of 115,188 valid applications have been received pursuant to the Hong Kong Public Offering through the HK eIPO White Form service and giving electronic application instructions to HKSCC for a total of 1,085,797,000 Hong Kong Public Offer Shares, representing approximately 78.54 times of the total number of 13,824,000 Hong Kong Public Offer Shares initially available for subscription under the Hong Kong Public Offering.
As the over-subscription in the Hong Kong Public Offering represents more than 50 times but less than 100 times of the total number of Offer Shares initially available under the Hong Kong Public Offering, the reallocation procedure as disclosed in the section headed “Structure and Conditions of the Global Offering – The Hong Kong Public Offering – Reallocation and clawback” in the Prospectus has been applied and 41,466,000 Offer Shares have been reallocated from the International Offering to the Hong Kong Public Offering. The final number of Offer Shares under the Hong Kong Public Offering is 55,290,000 Offer Shares, representing approximately 40% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option).
The Offer Shares initially offered under the International Offering have been over-subscribed, representing approximately eight times of the total number of Offer Shares initially available under the International Offering. After reallocation of the Offer Shares to the Hong Kong Public Offering from the International Offering, the final number of Offer Shares under the International Offering is 82,931,000 Shares, representing approximately 60% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option). There has been an over-allocation of 20,733,000 Offer Shares and there are a total of 109 placees under the International Offering among which 22 placees have been allotted five or fewer board lots of Offer Shares totalling 22,000 Shares and 22 placees have been alloted one board lot of Offer Shares totalling 22,000 Shares.
In connection with the Global Offering, the Company have granted the Over-allotment Option to the International Underwriters, exercisable by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters), at any time from the date of the International Underwriting Agreement to Saturday, 2 January 2021, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering, to require the Company to allot and issue up to an aggregate of 20,733,000 additional Offer Shares, representing not more than 15% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price to cover the over-allocations in the International Offering.
Based on the Offer Price of HK$12.38 per Offer Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), pursuant to the relevant cornerstone investment agreements, the Company’s cornerstone investors (the “Cornerstone Investors”) have subscribed for a total of 57,612,000 Offer Shares, representing in aggregate (a) approximately 7.50% of the issued share capital of the Company immediately upon completion of the Global Offering and (b) approximately 41.68% of the number of Offer Shares under the Global Offering, in each case assuming the Over-allotment Option is not exercised and no Shares are issued under the Share Schemes.
Assuming that the Global Offering becomes unconditional in all respects at or before 8:00 a.m. on Thursday, 10 December 2020 (Hong Kong time), dealings in the Shares on the Main Board of the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, 10 December 2020 (Hong Kong time). Shares will be traded in board lots of 1,000 Shares each. The stock code of the Shares is 02142.
Morgan Stanley Asia Limited, Merrill Lynch Far East Limited and CLSA Capital Markets Limited are the Joint Sponsors. Morgan Stanley Asia Limited, Merrill Lynch (Asia Pacific) Limited, CLSA Limited, China International Capital Corporation Hong Kong Securities Limited and Credit Suisse (Hong Kong) Limited are the Joint Global Coordinators. Morgan Stanley Asia Limited, Morgan Stanley & Co. International plc, Merrill Lynch (Asia Pacific) Limited, CLSA Limited, China International Capital Corporation Hong Kong Securities Limited, Credit Suisse (Hong Kong) Limited, Haitong International Securities Company Limited and BOCI Asia Limited are the Joint Bookrunners. Morgan Stanley Asia Limited, Morgan Stanley & Co. International plc, Merrill Lynch (Asia Pacific) Limited, CLSA Limited, China International Capital Corporation Hong Kong Securities Limited, Credit Suisse (Hong Kong) Limited, Haitong International Securities Company Limited and BOCI Asia Limited are the Joint Lead Managers.
About HBM Holdings Limited
HBM Holdings Limited is a clinical-stage biopharmaceutical company engaged in the discovery and development of differentiated antibody therapeutics in immunology and oncology disease areas. As of the Latest Practicable Date, the Company had a diversified and balanced pipeline of more than ten potentially differentiated drug candidates, among which batoclimab (Core Product), tanfanercept (Core Product) and HBM4003 (anchor asset) are in clinical development stage.
The antibody discovery engine of HBM empowers the development of next generation therapeutic antibodies. The company's discovery and development programs are centered around its patented transgenic mouse platforms (Harbour Mice®) for generating fully human monoclonal antibodies. Its Harbour Mice® generate fully human monoclonal antibodies in the classical two heavy and two light chain (H2L2) format, as well as heavy chain only (HCAb) format. Building upon its HCAb antibodies, the HCAb-based immune cell engagers (HBICE™) are capable of developing bispecific/polyspecific antibody which may potentially deliver tumor killing effects unachievable by combination therapies.
1.This press release is for information purposes only and does not constitute or include any recommendation or invitation or offer for acquisition, purchase or subscription of the securities of HBM Holdings Limited nor is it intended to act as a recommendation of the sale of securities or any invitation or offer for acquisition, purchase or subscription of securities. Potential investors should read the prospectus of HBM Holdings Limited for detailed information about HBM Holdings Limited and the proposed offering before deciding whether or not to purchase any securities of HBM Holdings Limited. An application to subscribe for the shares referred to in this press release by any persons shall be made solely based on the prospectus and the application forms to be issued by HBM Holdings Limited on November 30, 2020.
2.No application to subscribe for the shares of HBM Holdings Limited should be made by any person nor would such application be considered without the completion of a formal application form issued by HBM Holdings Limited or other application procedures prescribed in the prospectus of HBM Holdings Limited.
3. The directors of HBM Holdings Limited collectively and individually accept full responsibility for the accuracy of the information contained in this press release and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.
Atul Deshpande PhD, MBA
Chief Strategy Officer and Head, US Ops.