TIDMCMSH
RNS Number : 6532S
China Medical System Holdings Ltd
14 September 2010
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| For Immediate release | 14 September 2010 |
+------------------------------------+------------------------------------+
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATION.
China Medical System Holdings Limited
("CMS" or the "Company")
Hong Kong Listing Update and Global Offering Details
The board of China Medical System Holdings Limited (AIM: CMSH) is pleased to
announce details of its proposed listing (the "Listing") on the main board of
The Stock Exchange of Hong Kong Limited ("HKEx") and the global offering (the
"Global Offering").
The Global Offering comprises:
(a) an offer of initially 20,000,000 Shares of nominal value US$0.005
each ("Shares") (subject to adjustment) for subscription by the public in Hong
Kong (the "Hong Kong Public Offer");
(b) an international offering of initially 180,000,000 Shares (subject to
adjustment and the over-allotment option) of which 150,000,000 are new Shares to
be offered by the Company and 30,000,000 are sale shares to be offered by
Treasure Sea Limited (the "Selling Shareholder") to professional and
institutional investors inside and outside Hong Kong (the "International
Offering"); and
(c) an option proposed to be granted by the Company and the Selling
Shareholder to the International Purchasers, exercisable by the Sole Global
Coordinator on behalf of the International Purchasers, at any time from the date
of the Listing until 30 days from the last day for lodging applications under
the Hong Kong Public Offer, to require the Company to allot and issue up to
20,000,000 additional Shares and the Selling Shareholder to sell up to
10,000,000 additional Shares at the offer price to, among others, cover
over-allocations in the International Offering, if any.
UBS AG, Hong Kong Branch is the Sole Global Coordinator, Bookrunner and Lead
Manager of the Global Offering and the Sole Sponsor to the Listing.
A prospectus (the "Prospectus") for the Hong Kong Public Offer will be available
on the website of the HKEx and on the Company's website at www.cms.net.cn in the
Investor Relations section from 9:00 a.m. on Wednesday, 15 September 2010 (Hong
Kong time). The Hong Kong Public Offer will open at 9:00 am on Wednesday, 15
September 2010 (Hong Kong time) and will close at 12:00 noon on Monday, 20
September 2010 (Hong Kong time). Pricing of the shares is expected to be
determined on Tuesday, 21 September 2010 (Hong Kong time). Trading of the shares
is expected to commence on Tuesday, 28 September 2010 on the Main Board of the
HKEx under the stock code 867. Shares will be traded in board lots of 800
shares.
THE GLOBAL OFFERING
A summary of the indicative details of the Global Offering is set out below:
+----------------------------+----------+---------------------------------+----------+
| No. of Offer Shares | : | 200,000,000 shares |
+----------------------------+----------+--------------------------------------------+
| | | (Comprising 170,000,000 new | |
| | | shares and 30,000,000 sale | |
| | | shares, and subject to | |
| | | adjustment and the | |
| | | over-allotment option) | |
+----------------------------+----------+---------------------------------+----------+
| | | | |
+----------------------------+----------+---------------------------------+----------+
| No. of International Offer | : | 180,000,000 shares | |
| Shares | | | |
+----------------------------+----------+---------------------------------+----------+
| | | (Comprising 150,000,000 new | |
| | | shares and 30,000,000 sale | |
| | | shares) (Subject to adjustment | |
| | | and the over-allotment option) | |
+----------------------------+----------+---------------------------------+----------+
| | | | |
+----------------------------+----------+---------------------------------+----------+
| No. of Hong Kong Public | : | 20,000,000 new Shares (subject | |
| Offer Shares | | to adjustment) | |
+----------------------------+----------+---------------------------------+----------+
| | | | |
+----------------------------+----------+---------------------------------+----------+
| Over-allotment Option | : | 30,000,000 shares | |
| | | (Comprising 20,000,000 new | |
| | | shares and 10,000,000 sale | |
| | | shares) | |
| | | | |
+----------------------------+----------+---------------------------------+----------+
| Offer Price Range | : | HK$3.60 to HK$5.06 per share | |
+----------------------------+----------+---------------------------------+----------+
| | | | |
+----------------------------+----------+---------------------------------+----------+
| Dealings Expected to | : | Tuesday, 28 September 2010 | |
| Commence | | | |
+----------------------------+----------+---------------------------------+----------+
| | | | |
+----------------------------+----------+---------------------------------+----------+
| Stock Code | : | 867 | |
+----------------------------+----------+---------------------------------+----------+
| | | | |
+----------------------------+----------+---------------------------------+----------+
| Board Lot | : | 800 Shares | |
+----------------------------+----------+---------------------------------+----------+
DETAILS OF OVER-ALLOTMENT OPTION
In connection with the Global Offering, it is expected that the Company and the
Selling Shareholder will grant an over-allotment option to the International
Underwriters, exercisable by the Sole Global Coordinator on behalf of the
International Underwriters. Pursuant to the over-allotment option, the
International Underwriters have the right, exercisable within 30 days from the
last day for lodging applications under the Hong Kong Public Offer (i.e.
Wednesday, 20 October 2010 (Hong Kong time)), to require the Company to allot
and issue up to 20,000,000 additional new Shares and the Selling Shareholder to
sell up to 10,000,000 Shares, representing in aggregate 15% of the initial offer
shares under the Global Offering, at the same offer price per Share, to, among
other things, cover over-allocations in the International Offering, if any. In
the event that the over-allotment option is exercised, a further announcement
will be made.
USE OF PROCEEDS
The net proceeds to be raised by the Company from the Global Offering (after
deducting the underwriting commission and estimated expenses), assuming an offer
price of HK$4.33 per share (being the midpoint of the offer price range), will
be approximately HK$693.0 million (assuming the over-allotment option is not
exercised). The net proceeds are intended to be used as follows:
· approximately 8.3% (approximately HK$57.5 million) of the net proceeds
from the Global Offering will be used to continue building up the Company's
marketing, promotion and sales network by hiring additional qualified and
professional staff and expanding its hospital coverage and geographical reach;
· approximately 12.5% (approximately HK$86.6 million) of the net proceeds
will be used to construct new training and conference centres to hold physician
training, medical conferences and other promotion activities, as well as staff
training to enhance the standard and professionalism of the Company's promotion
and sale services;
· approximately 8.3% (approximately HK$57.5 million) of the net proceeds
will be used to change, improve or upgrade both hardware and software of the
Company's information management systems so as to improve the management and
control of its promotion network and business operations;
· approximately 33.3% (approximately HK$230.8 million) of the net proceeds
will be used to enlarge the Company's product portfolio by acquiring the
exclusive in-license rights to promote and sell pharmaceutical products in China
and pursuing merger or acquisition opportunities of suitable pharmaceutical
companies;
· approximately 16.8% (approximately HK$116.4 million) of the net proceeds
will be used to construct a production plant for the manufacture of its in-house
produced pharmaceutical products including CMS024, following favourable clinical
development of CMS024. If the clinical development of CMS024 is not favourable,
the Company intends to apply the same amount of proceeds in the respective
proportions discussed in this section;
· approximately 10.8% (approximately HK$74.8 million) of the net proceeds
will be used to provide funding for purchasing imported pharmaceutical products
from suppliers, in order to fulfill increasing PRC market demand for its
in-licensed products; and
· approximately 10.0% (approximately HK$69.3 million) of the net proceeds
will be used for working capital and other general corporate purpose.
To the extent that the net proceeds of the Global Offering the Company receives
are not immediately required for the above purposes, it presently intends that
such proceeds be placed in cash and on short-term deposits with licensed banks
or financial institutions and/or invested into money market instruments in Hong
Kong and/or the PRC.
In the event that the Offer Price is finally determined at the high-end of the
indicative offer price range, the estimated net proceeds to the Company from the
Global Offering will be approximately HK$813.4 million, assuming that the
over-allotment option is not exercised, and HK$911.1 million, assuming that the
over-allotment option is exercised in full, respectively. The Directors intend
to apply such additional net proceeds in the same proportions as set out above.
In the event that the Offer Price is finally determined at the low-end of the
indicative offer price range, the estimated net proceeds to the Company from the
Global Offering will be approximately HK$568.9 million, assuming that the
over-allotment option is not exercised, and HK$641.6 million, assuming that the
over-allotment option is exercised in full, respectively. The Directors intend
to apply the reduced net proceeds in the same proportions as set out above.
The Company will not receive any of the proceeds from the sale of Shares by the
Selling Shareholder in the Global Offering. The Selling Shareholder estimates
that it will receive net proceeds from the Global Offering of approximately
HK$125.2 million, assuming that the over-allotment option is not exercised, and
of approximately HK$167.1 million assuming that the over-allotment option is
exercised in full, after deducting the estimated underwriting commissions and
expenses payable by it in the Global Offering and assuming an Offer Price of
HK$4.33 per Share, being the midpoint of the indicative range of the offer
price.
DELISTING
At the extraordinary general meeting of the Company held on 20 August 2010 (the
"EGM"), shareholders approved resolutions relating to, among others,
cancellation of the admission of the shares of the Company to trading on AIM
(the "Delisting") conditional upon the Listing occurring and on the same day as
the date of the Listing. The resolution approving the Delisting allows the
Delisting to occur within a three month period from 20 August to 19 November
2010.
For further information, please contact:
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| China Medical System Holdings Limited | + (852) 2369 3889 |
+---------------------------------------+--------------------+
| Vincent Hui | |
+---------------------------------------+--------------------+
| Seymour Pierce Limited (Nominated | + 44 (0)20 7107 |
| Adviser) | 8344 |
+---------------------------------------+--------------------+
| Chris Howard / Catherine Leftley | |
+---------------------------------------+--------------------+
The information contained in this document is not for release, publication or
distribution, directly or indirectly, in whole or in part, in, into or from in
the United States of America (including its territories and possessions, any
state of the United States and the District of Columbia). These materials do not
contain, constitute or form part of an offer to sell or the solicitation of an
offer to purchase securities in the United States or in any other jurisdiction.
The securities referred to herein (the "Securities") have not been and will not
be registered under the US Securities Act of 1933, as amended (the "Securities
Act"), and may not be offered or sold in the United States absent registration
under the Securities Act except pursuant to an available exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
There will be no public offer of the Securities in the United States or in the
United Kingdom.
This notice does not constitute an offer to subscribe for any securities of the
Company. Any investment decision in relation to securities offered pursuant to
the Proposed Listing should be taken solely in reliance on the information
provided in any applicable offer document the Company may issue.
Notes for editors
China Medical System Holdings Limited
China Medical System Holdings Limited is listed on the Alternative Investment
Market (AIM) of the London Stock Exchange with the ticker symbol "CMSH". For
further information, please visit www.cms.net.cn
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND ESTIMATES
This announcement contains certain forward-looking statements and estimates with
respect to the financial condition, results of operations and business of the
Company and its subsidiaries (the "Group") and certain plans and objectives of
the Board of the Company with respect thereto. These forward-looking statements
and estimates can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use words such as
'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal',
'believe', 'will', 'may', 'should', 'would', 'could' or other words of similar
meaning. These statements are based on estimates, assumptions and assessments
made by the Board in light of their experience and their perception of
historical trends, current conditions, expected future developments and other
factors they believe appropriate. By their nature, forward-looking statements
and estimates involve risk and uncertainty, because they relate to events and
depend on circumstances that will or may occur in the future and the factors
described in the context of such forward-looking statements in this announcement
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements or estimates.
Although the Group and the persons who have accepted responsibility for the
information contained in this announcement believe that the expectations
reflected in their respective forward-looking statements or estimates are
reasonable, they can give no assurance that such expectations will prove to have
been correct and the Group and the persons who have accepted responsibility for
the information contained in this announcement therefore caution you not to
place undue reliance on these forward-looking statements or estimates which
speak only as at the date of this announcement.
OVERSEAS JURISDICTIONS
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Such
persons (including, without limitation, nominees, trustees and custodians)
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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