London: Thursday, 23 July 2015: Hutchison China MediTech Limited (“Chi-Med”) (AIM: HCM) today announces that it has signed a subscription agreement (the “Agreement”) and completed the exchange of 5,247,493 convertible preference shares held by Mitsui & Co., Ltd. (“Mitsui”) in the drug R&D subsidiary of Chi-Med, Hutchison MediPharma Holdings Limited (“Hutchison MediPharma”) (representing 12.24% of the share capital of Hutchison MediPharma) for 3,214,404 new ordinary shares in Chi-Med (“Subscription Shares”) (representing 5.69% of the enlarged share capital of Chi-Med). Based on the closing mid-market price on 22 July 2015, the value of the Subscription Shares is £54 million/US$84 million (at an exchange rate of 1.5562).
Following completion of the Agreement, the direct shareholding of Chi-Med in Hutchison MediPharma will be 99.75% of the share capital of Hutchison MediPharma with the balance of the shares held by employees of Hutchison MediPharma.
Mitsui first invested in Hutchison MediPharma in November 2010, and made further investments in May and June 2014. As Mitsui holds greater than 10% of the share capital of Hutchison MediPharma, it is considered to be a related party of Chi-Med under the AIM Rules for Companies (“AIM Rules”). The Agreement constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. Accordingly, the Directors of Chi-Med consider, having consulted with the nominated adviser of Chi-Med, Panmure Gordon (UK) Limited, that the terms of the Agreement are fair and reasonable insofar as the shareholders of Chi-Med are concerned.
Application has been made for the Subscription Shares to be admitted to trading on AIM and it is expected that Admission will take place on 24 July 2015. The Subscription Shares are credited as fully paid and rank pari passu in all respects with the existing ordinary shares.
Following Admission of the Subscription Shares, the total issued share capital of Chi-Med will be 56,514,368 ordinary shares of US$1.00 each, with each share carrying one right to vote and with no shares held in treasury. The figure of 56,514,368 ordinary shares may be used by the shareholders of Chi-Med as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, Chi-Med under the FCA’s Disclosure Rules and Transparency Rules.
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Chi-Med Christian Hogg, CEO |
Telephone: +852 2121 8200
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Panmure Gordon (UK) Limited |
Telephone: +44 20 7886 2500 |
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Richard Gray Andrew Potts |
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Citigate Dewe Rogerson Anthony Carlisle David Dible |
Telephone: +44 20 7638 9571 Mobile: +44 7973 611 888 Mobile: +44 7967 566 919 |
Chi-Med is a China-based healthcare group focused on researching, developing, manufacturing and selling pharmaceuticals and health-related consumer products. ItsInnovation Platform focuses on discovering and developing innovative therapeutics in oncology and autoimmune diseases. ItsCommercial Platform manufactures, markets and distributes prescription drugs and consumer health products in Asia.
Chi-Med is majority owned by the multinational conglomerate CK Hutchison Holdings Limited (SEHK: 0001). For more information, please visit: www.chi-med.com.