8-KEarnings & ResultsOther EventsExhibits & Filings

BeOne Medicines Ltd. 8-K Report, Financial Results (Jan 29, 2021)

Filed January 29, 2021For Securities:ONCBEIGF

Summary

BeiGene, Ltd. (ONC) filed an 8-K on January 29, 2021, detailing significant progress regarding its proposed public offering of ordinary shares on the Science and Technology Innovation Board (STAR Market) of the Shanghai Stock Exchange. The Shanghai Stock Exchange has accepted BeiGene's listing application for this offering, which will involve issuing new ordinary shares denominated in Chinese Renminbi (RMB) and listed on the STAR Market. These RMB shares will be distinct from BeiGene's existing shares listed on the Hong Kong Stock Exchange and its American Depositary Shares (ADSs) on the NASDAQ, meaning they will not be fungible. The company intends to raise approximately RMB 20 billion (USD 3.1 billion) through this STAR Offering, with the proceeds earmarked primarily for clinical development and research projects (66%), followed by working capital replenishment (30%), and smaller allocations for R&D and bio-manufacturing center construction. The offering is contingent upon several factors, including market conditions, shareholder approval at an upcoming Extraordinary General Meeting (EGM), and necessary regulatory approvals in China.

Key Highlights

  • 1Shanghai Stock Exchange accepted BeiGene's listing application for a public offering on the STAR Market.
  • 2The offering involves issuing new ordinary shares in RMB, listed and traded on the STAR Market in China.
  • 3These new RMB shares will not be fungible with existing ordinary shares listed in Hong Kong or ADSs on NASDAQ.
  • 4BeiGene anticipates raising approximately RMB 20 billion (USD 3.1 billion) from the STAR Offering.
  • 5Proceeds are intended to primarily fund clinical development and research projects (66%) and working capital (30%).
  • 6The STAR Offering is subject to shareholder approval at an EGM, market conditions, and regulatory approvals.
  • 7Proposed amendments to the company's Articles of Association will be presented at the EGM to comply with PRC regulations.

Frequently Asked Questions

The STAR Offering refers to BeiGene's proposed public offering of ordinary shares on the Science and Technology Innovation Board (STAR Market) of the Shanghai Stock Exchange. The company is pursuing this offering to raise capital, primarily to fund its extensive clinical development and research programs, as well as for working capital and infrastructure development. This move aims to expand access to capital within the Chinese market and potentially enhance its visibility and investor base in China.

The shares offered on the STAR Market will be newly issued ordinary shares denominated in Chinese Renminbi (RMB) and will be listed and traded on the STAR Market. Crucially, these 'RMB Shares' will not be fungible with BeiGene's existing ordinary shares listed on the Hong Kong Stock Exchange or its American Depositary Shares (ADSs) on the NASDAQ. While they represent the same class of shares with identical rights, they will be registered and traded separately, with restrictions on movement between the PRC and offshore registers.

The STAR Offering is contingent upon several key factors. These include favorable market conditions, the approval of the proposed offering by BeiGene's shareholders at an upcoming Extraordinary General Meeting (EGM), and the receipt of necessary regulatory approvals from Chinese authorities, including the China Securities Regulatory Commission (CSRC) for registration.

BeiGene estimates net proceeds of approximately RMB 20 billion (USD 3.1 billion) from the STAR Offering. The primary allocation will be for clinical development and research projects (66%). A significant portion (30%) will be used to replenish working capital. Smaller allocations are designated for the construction of research and development centers (2%) and bio-manufacturing plants (1%), and sales and marketing expansion (1%).