SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of July 2020
Commission File Number: 001-37710
HUTCHISON CHINA MEDITECH LIMITED
(Translation of registrant’s name into English)
48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ⌧ Form 40-F ◻
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ◻
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ◻
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
HUTCHISON CHINA MEDITECH LIMITED
Form 6-K
EXHIBIT INDEX
Exhibit No. |
| Description |
| | |
Exhibit 99.1 | | Announcement on notification of dilution of voting rights |
| | |
Exhibit 99.2 | | Notification on Form TR-1 of General Atlantic Singapore HCM Pte. Ltd. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HUTCHISON CHINA MEDITECH LIMITED | |
| | |
| | |
| By: | /s/ Johnny Cheng |
| Name: | Johnny Cheng |
| Title: | Chief Financial Officer |
Date: July 7, 2020
3
Exhibit 99.1
Notification of Dilution of Voting Rights
London: Tuesday, July 7, 2020: Hutchison China MediTech Limited (“Chi-Med”) (Nasdaq/AIM: HCM) was notified that CK Hutchison Holdings Limited (“CK Hutchison”) shareholding1 in Chi-Med remains unchanged, at 332,478,770 ordinary shares of par value US$0.10 each in the capital of Chi-Med (“Shares”).
Each American Depositary Share (“ADS”) represents five Shares. As announced on June 25, 2020, Chi-Med issued a total of 20,000,000 Shares (equivalent to 4,000,000 ADSs) to General Atlantic. Chi-Med was notified on July 6, 2020 that this issuance diluted CK Hutchison’s holding1 to 46.79 per cent of the total number of voting rights of Chi-Med. The date on which the notification threshold was crossed was July 3, 2020.
About CK Hutchison
Listed on The Stock Exchange of Hong Kong Limited, CK Hutchison is a renowned multinational conglomerate committed to innovation and technology with businesses spanning the globe. With operations in about 50 countries and over 300,000 employees worldwide, CK Hutchison has five core businesses - ports and related services, retail, infrastructure, energy and telecommunications.
CK Hutchison reported turnover of approximately HK$440 billion (US$56 billion) for the year ended 31 December 2019.
For more information, please visit www.ckh.com.hk.
About Chi-Med
Chi-Med (Nasdaq/AIM: HCM) is an innovative biopharmaceutical company committed, over the past twenty years, to the discovery and global development of targeted therapies and immunotherapies for the treatment of cancer and immunological diseases. It has a portfolio of eight cancer drug candidates currently in clinical studies around the world and extensive commercial infrastructure in its home market of China. For more information, please visit: www.chi-med.com.
[1] Held through CK Hutchison’s indirect wholly-owned subsidiary Hutchison Healthcare Holdings Limited.
CONTACTS
Investor Enquiries | |
Mark Lee, Senior Vice President | +852 2121 8200 |
Annie Cheng, Vice President | +1 (973) 567 3786 |
| |
Media Enquiries | |
Americas – Brad Miles, Solebury Trout | +1 (917) 570 7340 (Mobile) |
Europe – Ben Atwell / Alex Shaw, FTI Consulting | +44 20 3727 1030 / +44 7771 913 902 (Mobile) / +44 7779 545 055 (Mobile) |
Asia – Joseph Chi Lo / Zhou Yi, Brunswick | +852 9850 5033 (Mobile), jlo@brunswickgroup.com / +852 9783 6894 (Mobile), yzhou@brunswickgroup.com |
| |
Nominated Advisor | |
Freddy Crossley / Atholl Tweedie, Panmure Gordon (UK) Limited | +44 (20) 7886 2500 |
Exhibit 99.2
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
| ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Hutchison China MediTech Limited | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) | ||||||
Non-UK issuer | X | |||||
2. Reason for the notification (please mark the appropriate box or boxes with an “X”) | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | X | |||||
An event changing the breakdown of voting rights | | |||||
Other (please specify)iii: | | |||||
3. Details of person subject to the notification obligationiv | ||||||
Name | General Atlantic Singapore HCM Pte. Ltd. | |||||
City and country of registered office (if applicable) | Singapore | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | | |||||
City and country of registered office (if applicable) | | |||||
5. Date on which the threshold was crossed or reachedvi: | 06/07/2020 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 06/07/2020 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial in- struments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | ||
Resulting situation on the date on which threshold was crossed or reached | 2.81% | 2.35% | 5.16% | 710,574,765 | ||
Position of previous notification (if applicable) | | | |
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type of shares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
Ordinary Shares KYG4672N1198 | 20,000,000 | | 2.81% | | |||||
| | | | | |||||
| | | | | |||||
SUBTOTAL 8. A | 20,000,000 | 2.81% | |||||||
| |||||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expiration datex | Exercise/ Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
| | | | | |||||
| | | | | |||||
| | | | | |||||
| SUBTOTAL 8. B 1 | | | ||||||
| |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expiration datex | Exercise/ Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
Warrants over Ordinary Shares | January 3, 2022 | At any time after July 2, 2020 | Physical | 16,666,670 | 2.35% | ||||
| | | | | | ||||
| | | | | | ||||
| SUBTOTAL 8.B.2 | 16,666,670 | 2.35% |
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”) | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | | |||
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X | |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial in- struments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
GAP (Bermuda) Limited | | | 5.16% | |
General Atlantic LLC | | | 5.16% | |
General Atlantic GenPar (Bermuda), L.P. | | | 5.16% | |
General Atlantic (Lux) S.à r.l. | | | 5.16% | |
General Atlantic GenPar (Lux) SCSp, L.P. | | | 5.16% | |
General Atlantic Part- ners (Bermuda) IV, L.P. | | | 5.16% | |
General Atlantic Part- ners (Bermuda) EU, L.P. | | | 5.16% | |
General Atlantic Part- ners (Lux) SCSp, L.P. | | | 5.16% | |
GAP Coinvestments III, LLC | | | 5.16% | |
GAP Coinvestments IV, LLC | | | 5.16% | |
GAP Coinvestments V, LLC | | | 5.16% | |
GAP Coinvestments CDA, L.P. | | | 5.16% | |
General Atlantic Singa- pore Interholdco Ltd. | | | 5.16% |
General Atlantic Singa- pore Fund Pte. Ltd. | | | 5.16% |
General Atlantic Singa- pore HCM Pte. Ltd. | | | 5.16% |
| |||
10. In case of proxy voting, please identify: | |||
Name of the proxy holder | | ||
The number and % of voting rights held | | ||
The date until which the voting rights will be held | | ||
| |||
11. Additional informationxvi | |||
The warrants in Box B 2 have not been exercised, in part or whole, as of the below “Date of completion.” Accordingly, the “Total number of voting rights of issuer” in Box 7 do not account for any issuance of the new voting shares, in part or whole, from the exercise of the warrants. Once the warrants are exercised in full, assuming no other changes in the interests or the voting shares in the meantime, the “Total number of voting rights of issuer” in Box 7 will become 727,241,435. On that basis, the ownership ordinary shares would represent 2.75%, the ownership of warrants would represent 2.29%, and the combined ownership of the ordinary shares and warrants would represent 5.04%. |
Place of completion | Hong Kong, China |
Date of completion | July 6, 2020 |
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