8-KOther EventsExhibits & Filings

BeOne Medicines Ltd. 8-K Report, Corporate Update (Nov 16, 2020)

Filed November 16, 2020For Securities:ONCBEIGF

Summary

Beigene, Ltd. (ONC) announced on November 16, 2020, a preliminary proposal approved by its Board of Directors to offer and list ordinary shares on the Shanghai Stock Exchange's Science and Technology Innovation Board (STAR Market). This potential offering, referred to as the "Proposed Issue of RMB Shares," is intended to raise capital in RMB by selling new ordinary shares primarily to target subscribers in the PRC. The shares will be of the same class as existing ordinary shares listed in Hong Kong and will trade in RMB. The company anticipates this offering could be completed in the first half of 2021, subject to numerous conditions. The proceeds from this proposed offering are intended to be used for the principal business of the Group after deducting issuance expenses. While this is a preliminary proposal, and no formal applications have been made, it signals BeiGene's strategic interest in accessing capital markets in China. Investors should note that this is a preliminary step, and the offering is subject to significant approvals, including further board and shareholder approvals, and regulatory clearances in China, Hong Kong, and other relevant jurisdictions.

Key Highlights

  • 1Preliminary proposal approved by the Board for offering and listing ordinary shares on the Shanghai STAR Market.
  • 2The offering, termed "Proposed Issue of RMB Shares," aims to raise capital in RMB by issuing new ordinary shares in China.
  • 3The RMB Shares will be ordinary shares, ranking pari passu with existing Hong Kong-listed shares, and will trade in RMB.
  • 4Potential offering size is limited to not exceed 10% of the company's total issued shares, with an option for an overallotment of up to 15%.
  • 5The proposed offering is expected to be completed in the first half of 2021, subject to market conditions and multiple approvals.
  • 6Proceeds are intended for the principal business of the Group.
  • 7This is a preliminary proposal; no formal applications have been made to regulatory authorities.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that BeiGene, Ltd.'s Board of Directors has approved a preliminary proposal to offer and list its ordinary shares on the Shanghai Stock Exchange's Science and Technology Innovation Board (STAR Market). This would allow the company to raise capital in China.

The 'RMB Shares' are ordinary shares that BeiGene proposes to offer and subscribe for in RMB by target subscribers in the PRC. They are intended to be listed and traded on the STAR Market in Shanghai, denominated in RMB. These shares will be of the same class as the company's existing ordinary shares listed on the Hong Kong Stock Exchange.

The proposed offering is subject to numerous conditions, including market conditions, further approval from BeiGene's Board of Directors, approval from the company's Shareholders at a general meeting, and necessary regulatory approvals from authorities in the PRC, Hong Kong, and other applicable jurisdictions. The company has not yet made any applications to these regulatory authorities.

The company anticipates that the offering could be completed in the first half of 2021. The proceeds, after deducting issuance expenses, are currently intended to be used for the principal business of the Group. However, investors should note that this timeline and specific use of proceeds are preliminary and subject to change.