UNITED STATES
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 June 2020
Commission File Number: 001-37790
CHINA ONLINE EDUCATION GROUP
6th Floor Deshi Building North
Shangdi Street, Haidian District
Beijing 100085
The Peoples Republic of China
Tel: +86 10-5692 8909
(Address of principal executive office)
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 x Form 40-F o
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): o
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): o
SIGNATURES
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.
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CHINA ONLINE EDUCATION GROUP | ||
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By |
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/s/ Min Xu |
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Name |
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Min Xu |
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Title |
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Chief Financial Officer |
Date: June 4, 2020
China Online Education Group Announces Proposed Follow-on Public Offering of
American Depositary Shares
BEIJING, China, June 2, 2020 /PRNewswire/ China Online Education Group (51Talk or the Company) (NYSE: COE), a leading online education platform in China, with core expertise in English education, today announced the commencement of a proposed registered underwritten public offering by the Company and certain selling shareholders of American depositary shares (the ADSs), each representing fifteen (15) Class A ordinary shares of the Company. The Company proposes to offer 428,571 ADSs (the Primary ADS Offering), and the selling shareholders propose to offer 1,000,000 ADSs (the Secondary ADS Offering and, together with the Primary ADS Offering, the ADS Offering). The underwriters in the ADS Offering will have a 30-day option to purchase up to 214,285 additional ADSs from the Company and certain selling shareholders solely for the purpose of covering overallotment.
Morgan Stanley & Co. LLC and Needham & Company, LLC are acting as the joint book-running managers for the ADS Offering.
The ADSs will be offered pursuant to the Companys shelf registration statement on Form F-3 (the Form F-3), as amended, which was originally filed with the U.S. Securities and Exchange Commission (the SEC) on April 6, 2020 and became effective on May 8, 2020. A preliminary prospectus supplement related to the proposed ADS Offering will be filed with the SEC. The Form F-3 and the preliminary prospectus supplement will be available at the SEC website at: http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained from (1) Morgan Stanley & Co. LLC, Prospectus Department, 2nd Floor, 180 Varick Street, New York, NY, 10014, United States of America, or by calling 1-866-718-1649, or by email at prospectus@morganstanley.com; (2) Needham & Company, LLC, Attention: Syndicate Prospectus Department, 250 Park Avenue, 10th Floor, New York, New York 10177, or by calling 800-903-3268, or by email at prospectus@needhamco.com.
This announcement shall not constitute an offer to sell, or a solicitation of an offer to buy, any securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
This press release contains information about the pending offering of the ADSs, and there can be no assurance that the offering will be completed.
About China Online Education Group
China Online Education Group (NYSE: COE) is a leading online education platform in China, with core expertise in English education. The Companys mission is to make quality education accessible and affordable. The Companys online and mobile education platforms enable students across China to take live interactive English lessons with overseas foreign teachers, on demand. The Company connects its students with a large pool of highly qualified foreign teachers that it assembled using a shared economy approach, and employs student and teacher feedback and data analytics to deliver a personalized learning experience to its students.
Safe Harbor Statement
This press release contains statements that may constitute forward-looking statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, aims, future, intends, plans, believes, estimates, likely to and similar statements. 51Talk may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about 51Talks beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: 51Talks goals and strategies; 51Talks expectations regarding demand for and market acceptance of its brand and platform; 51Talks ability to retain and increase its student enrollment; 51Talks ability to offer new courses; 51Talks ability to engage, train and retain new teachers; 51Talks future business development, results of operations and financial condition; 51Talks ability to maintain and improve infrastructure necessary to operate its education platform; competition in the online education industry in China; the expected growth of, and trends in, the markets for 51Talks course offerings in China; relevant government policies and regulations relating to 51Talks corporate structure, business and industry; general economic and business conditions in China, the Philippines and elsewhere and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in 51Talks filings with the SEC. All information provided in this press release is as of the date of this press release, and 51Talk does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For investor and media inquiries, please contact:
China Online Education Group
Investor Relations
+86 (10) 8342-6262
ir@51talk.com
The Piacente Group, Inc.
Brandi Piacente
+86 (10) 6508-0677
+1 (212) 481-2050
51talk@tpg-ir.com
China Online Education Group Announces Pricing of Follow-on Public Offering of
American Depositary Shares
BEIJING, China, June 4, 2020 /PRNewswire/ China Online Education Group (51Talk or the Company) (NYSE: COE), a leading online education platform in China, with core expertise in English education, today announced the pricing of a registered follow-on public offering of 300,000 American depositary shares (ADSs), each representing fifteen (15) Class A ordinary shares of the Company, by the Company (the Primary ADS Offering) and of 700,000 ADSs by certain selling shareholders (the Secondary ADS Offering and, together with the Primary ADS Offering, the ADS Offering), at a price of US$19.00 per ADS. The underwriters in the ADS Offering will have a 30-day option to purchase up to 150,000 additional ADSs from the Company and certain selling shareholders solely for the purpose of covering overallotment.
Morgan Stanley & Co. LLC and Needham & Company, LLC are acting as the joint book-running managers for the ADS Offering. The Benchmark Company, LLC is acting as co-manager for the ADS Offering.
The ADSs are offered pursuant to the Companys shelf registration statement on Form F-3 (the Form F-3), as amended, which was originally filed with the U.S. Securities and Exchange Commission (the SEC) on April 6, 2020 and became effective on May 8, 2020. The ADS Offering is being made only by means of a prospectus supplement and an accompanying prospectus included in the Form F-3. The Form F-3 and the preliminary prospectus supplement are available at the SEC website at: http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained from (1) Morgan Stanley & Co. LLC, Prospectus Department, 2nd Floor, 180 Varick Street, New York, NY, 10014, United States of America, or by calling 1-866-718-1649, or by email at prospectus@morganstanley.com; (2) Needham & Company, LLC, Attention: Syndicate Prospectus Department, 250 Park Avenue, 10th Floor, New York, New York 10177, or by calling 800-903-3268, or by email at prospectus@needhamco.com; or (3) The Benchmark Company, LLC, Attention: Prospectus Department, 150 E 58th Street, 17th floor, New York, NY 10155, or by calling 212-312-6700, or by email at prospectus@benchmarkcompany.com.
This announcement shall not constitute an offer to sell, or a solicitation of an offer to buy, any securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
This press release contains information about the pending offering of the ADSs, and there can be no assurance that the offering will be completed.
About China Online Education Group
China Online Education Group (NYSE: COE) is a leading online education platform in China, with core expertise in English education. The Companys mission is to make quality education accessible and affordable. The Companys online and mobile education platforms enable students across China to take live interactive English lessons with overseas foreign teachers, on demand. The Company connects its students with a large pool of highly qualified foreign teachers that it assembled using a shared economy approach, and employs student and teacher feedback and data analytics to deliver a personalized learning experience to its students.
Safe Harbor Statement
This press release contains statements that may constitute forward-looking statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, aims, future, intends, plans, believes, estimates, likely to and similar statements. 51Talk may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about 51Talks beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: 51Talks goals and strategies; 51Talks expectations regarding demand for and market acceptance of its brand and platform; 51Talks ability to retain and increase its student enrollment; 51Talks ability to offer new courses; 51Talks ability to engage, train and retain new teachers; 51Talks future business development, results of operations and financial condition; 51Talks ability to maintain and improve infrastructure necessary to operate its education platform; competition in the online education industry in China; the expected growth of, and trends in, the markets for 51Talks course offerings in China; relevant government policies and regulations relating to 51Talks corporate structure, business and industry; general economic and business conditions in China, the Philippines and elsewhere and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in 51Talks filings with the SEC. All information provided in this press release is as of the date of this press release, and 51Talk does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For investor and media inquiries, please contact:
China Online Education Group
Investor Relations
+86 (10) 8342-6262
ir@51talk.com
The Piacente Group, Inc.
Brandi Piacente
+86 (10) 6508-0677
+1 (212) 481-2050
51talk@tpg-ir.com