Item 1. Security and Issuer.
This Schedule 13D (the “Statement”) relates to the ordinary shares, par value US$0.10 per share (the “ordinary shares”) of Hutchison China MediTech Limited, an exempted company incorporated in the Cayman Islands (the “Company”), whose principal executive offices are located at 48th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.
The Company’s American depositary shares (the “ADSs”), each representing five ordinary shares, are listed on the Nasdaq Global Market under the symbol “HCM.” The Reporting Persons (as defined below) own only ordinary shares and do not own any ADSs.
Item 2. Identity and Background.
(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d‑5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:
(i) General Atlantic Singapore HCM Pte Ltd. (“GAS HCM”);
(ii) General Atlantic Singapore Fund Pte. Ltd. (“GASF”);
(iii) General Atlantic Singapore Interholdco Ltd. (“GAS Interholdco”);
(iv) General Atlantic Partners (Bermuda) IV, L.P. (“GAP Bermuda IV”);
(v) General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”);
(vi) General Atlantic Partners (Lux) SCSp, L.P. (“GAP Lux”);
(vii) General Atlantic GenPar (Lux) SCSp, L.P. (“GenPar Lux”);
(viii) General Atlantic (Lux) S.à r.l. (“GA Lux Sarl”);
(ix) General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”);
(x) GAP (Bermuda) Limited (“GAP (Bermuda) Limited”);
(xi) General Atlantic LLC (“GA LLC”);
(xii) GAP Coinvestments III, LLC (“GAPCO III”);
(xiii) GAP Coinvestments IV, LLC (“GAPCO IV”);
(xiv) GAP Coinvestments V, LLC (“GAPCO V”); and
(xv) GAP Coinvestments CDA, L.P. (“GAPCO CDA”).
Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.” GAP Bermuda IV, GAP Bermuda EU, GAP Lux, GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “GA Funds.”
The principal address of each of the Reporting Persons (other than GAS HCM, GASF, GAP Lux, GenPar Lux and GA Lux Sarl) is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The principal address of GAS HCM and GASF is 8 Marina View, #41-04, Asia Square Tower 1, Singapore 018960. The principal address of GAP Lux, GenPar Lux and GA Lux Sarl is 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg.
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Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
GAS HCM is wholly owned by GASF. The majority shareholder of GASF is GAS Interholdco. The members of GAS Interholdco that share beneficial ownership of the ordinary shares held of record by GAS HCM are the GA Funds. The general partner of each of GAP Bermuda IV and GAP Bermuda EU is GenPar Bermuda, and the general partner of GenPar Bermuda is GAP (Bermuda) Limited. The general partner of GAP Lux is GenPar Lux, and the general partner of GenPar Lux is GA Lux Sarl. GenPar Bermuda is the sole shareholder of GA Lux Sarl and the sole limited partner of GenPar Lux. GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are eight members of the management committee of GA LLC (the “GA Management Committee”) as of the date hereof. The members of the GA Management Committee are also the members of the management committee of GAP (Bermuda) Limited. Each of the members of the GA Management Committee disclaims ownership of the ordinary shares except to the extent he or she has a pecuniary interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the GA Management Committee is as a managing director of GA LLC. The present principal occupation or employment of each of the directors of GAS HCM, GASF and GAS Interholdco is set forth on Schedule A.
(d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On June 25, 2020, GAS HCM entered into a Securities Subscription Agreement with the Company (the “Subscription Agreement”; a copy of which is attached hereto as Exhibit 2) to (i) purchase an aggregate of 20,000,000 newly issued ordinary shares from the Company, at price of US$5.00 per share, for an aggregate purchase price of US$100,000,000 in a private placement and (ii) acquire warrants to acquire an additional 16,666,670 ordinary shares, at an exercise price of US$6.00 per share (the “Warrants”). GAS HCM completed the acquisition of the securities in two closings on July 2, 2020 and July 3, 2020.
GAS HCM obtained the funds to purchase the ordinary shares from contributions from the GA Funds.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the ordinary shares reported herein for investment purposes. Consistent with such purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Company, management of the Company, one or more members of the board of directors of the Company, and may make suggestions concerning the Company’s operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the board of directors of the Company and such other matters as the Reporting Persons may deem relevant to their investment in the ordinary shares or the ADSs. The Reporting Persons expect that they will, from time to time, review their investment position in the ordinary shares or the Company and may, depending on the Company’s performance and other market conditions, increase or decrease their investment position in the ordinary shares or the ADSs. The Reporting Persons may, from time to time, make additional purchases of ordinary shares or ADSs either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Company’s business, prospects and financial condition, the market for the ordinary shares or the ADSs, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the ordinary shares or the ADSs and/or enter into derivative transactions with institutional counterparties with respect to the Company’s securities, including the ordinary shares or the ADSs.
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Under the Subscription Agreement, (i) following the initial acquisition of the ordinary shares, GAS HCM has the right, but not the obligation, to appoint a nominee to act as a management advisor to the Company, (ii) unless the Company has already voluntarily allowed an individual to act as a nonvoting observer to the board of directors on behalf of GAS HCM, if GAS HCM and its affiliates in the aggregate hold at least 4.625% of the issued and outstanding ordinary shares (either in the form of ordinary shares or ADSs) of the Company, GAS HCM has the right, but not the obligation, to appoint a nominee to act as a nonvoting observer to the board of directors, and (iii) unless the Company has already voluntarily allowed an individual to act as a member of the board of directors on behalf of GAS HCM, if GAS HCM and its affiliates in the aggregate hold at least 8.5% of the issued and outstanding ordinary shares (either in the form of ordinary shares or ADSs) of the Company, GAS HCM has the right, but not the obligation, to appoint a nominee to act as a non-executive director to the to the board of directors. Each of these rights are subject to further specified conditions as set forth in the Subscription Agreement.
Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.
Item 5. Interest in Securities of the Issuer.
(a) The percentages used herein are calculated based upon on an aggregate of 727,241,435 ordinary shares (690,574,675 ordinary shares issued and outstanding as represented by the Company in the Subscription Agreement plus 20,000,000 ordinary shares issued pursuant to the transactions in the Subscription Agreement and 16,666,670 ordinary shares issuable upon the full exercise of the Warrants as discussed in Item 3 above).
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 36,666,670 ordinary shares, or approximately 5.04% of the aggregate 727,241,435 ordinary shares.
By virtue of the fact that (i) GASF owns all of GAS HCM’s voting shares, (ii) GAS Interholdco owns a majority of GASF’s voting shares, (iii) the GA Funds contributed the capital to GAS Interholdco to fund GAS HCM’s purchases of the ordinary shares and acquisition of the Warrants and may direct GAS Interholdco with respect to its shares of GASF, (iv) GAP (Bermuda) Limited is the general partner of GenPar Bermuda and GenPar Bermuda is the general partner of GAP Bermuda IV and GAP Bermuda EU, (v) GAP Lux has appointed Carne Global Fund Management (Luxembourg) S.A. (the “AIFM”) as the alternative investment fund manager of GAP Lux pursuant to an alternative investment fund management agreement to undertake all functions required of an external alternative investment fund manager under the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended from time to time and GAP Lux has also entered into a delegated portfolio management and distribution agreement with the AIFM and General Atlantic Service Company, L.P. (“GASC”) in order to appoint GASC to act as the portfolio manager of GAP Lux, (vi) GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and is the general partner of GAPCO CDA, and (vii) the members of the GA Management Committee control the investment decisions of GAP (Bermuda) Limited, GA LLC and, with respect to GAP Lux, GASC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the ordinary shares owned of record by GAS HCM. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 36,666,670 ordinary shares, or approximately 5.04 % of the aggregate 727,241,435 ordinary shares as described above.
(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 36,666,670 ordinary shares that may be deemed to be beneficially owned by each of them.
(c) Except as set forth in Item 3, or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the 36,666,670 ordinary shares during the past 60 days.
(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
The information disclosed under Item 3 and Item 4 above is hereby incorporated by reference into this Item 6.
As noted in Item 3 above, on June 25, 2020, GAS HCM entered into the Subscription Agreement to purchase 20,000,000 ordinary shares and the Warrants to acquire an additional 16,666,670 ordinary shares from the Company.
During the one year period following July 2, 2020, under the agreed upon lock-up provision, GAS HCM and its affiliates are prohibited, without the prior consent of the Company, directly or indirectly, from disposing any newly issued ordinary shares, together with any ordinary shares, ADSs or ordinary share equivalents (any securities of the Company which would entitle the holder thereof to acquire at any time ordinary shares or ADSs, including, without limitation, any debt, preferred shares, rights, options, Warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, ordinary Shares or ADSs). GAS HCM and its affiliates may, however, transfer any of the securities to their affiliates, provided that such affiliates are bound by the balance of the lock-up period.
As specified in the Subscription Agreement, the Company has an obligation to provide certain registration rights for GAS HCM, and the Company has agreed to file a prospectus supplement or a registration statement for that purpose.
Please see Item 5(a), which is hereby incorporated by reference. The GA Funds and the members of the GA Management Committee may, from time to time, consult among themselves and coordinate the voting and disposition of ordinary shares held of record by GAS HCM as well as such other action taken on behalf of the Reporting Persons with respect to the ordinary shares and the Warrants held by the Reporting Persons as they deem to be in the collective interest of the Reporting Persons.
The Reporting Persons entered into a Joint Filing Agreement on July 6, 2020 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d‑1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 1.
Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
| Exhibit 1: | Agreement relating to the filing of joint acquisition statements as required by Rule 13d‑1(k)(1) under the Exchange Act. |
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| Exhibit 2: | Securities Subscription Agreement between Hutchison China MediTech Limited and General Atlantic Singapore HCM Pte. Ltd., dated as of June 25, 2020. |
