BEIJING, Oct. 28, 2020 /PRNewswire/ -- New Oriental
Education & Technology Group Inc. (the "Company" or "New
Oriental") (NYSE: EDU) today announced the launch of its Hong Kong
Public Offering, which forms part of the Global Offering (the
"Offering") of 8,510,000 new common shares (the "Offer Shares" or
"Shares") and listing of its common shares on the Main Board of The
Stock Exchange of Hong Kong Limited (the "SEHK") under the stock
code "9901."
The Company's American depositary shares ("ADSs"), each
representing one common share of the Company, will continue to be
listed and traded on the New York Stock Exchange ("NYSE").
Investors in the Offering will only be able to purchase common
shares and will not be able to take delivery of ADSs. Upon listing,
the Hong Kong-listed shares will
be fully fungible with the ADSs listed on NYSE.
The Offering initially comprises 510,600 new Shares under the
Hong Kong Public Offering and 7,999,400 new Shares for the
International Offering, representing approximately 6.0% and 94.0%
of the total number of Shares in the Offering, respectively,
subject to re-allocation and over-allotment option. Subject to the
level of any oversubscription in the Hong Kong Public Offering and
pursuant to the clawback mechanism as described in the prospectus
issued in Hong Kong, the total
number of shares available under the Hong Kong Public Offering
could be adjusted to up to a maximum of 2,042,400 new Shares,
representing 24.0% of the Offer Shares initially available under
the Offering. In addition, the Company expects to grant the
international underwriters an over-allotment option to require the
Company to issue up to an additional 1,276,500 new Shares in the
International Offering, representing not more than 15.0% of the
Offer Shares initially available under the Offering.
The offer price for the Hong Kong Public Offering (the "Hong
Kong Offer Price") will be not more than HK$1,399.00 per Share (the "Maximum Offer
Price"). The offer price for the International Offering tranche of
the Offering (the "International Offer Price") may be set at a
level higher than the Hong Kong Offer Price. The Company will set
the International Offer Price on or about November 3, 2020 Hong Kong time by making
reference to, among other factors, the closing price of the ADSs on
the NYSE on the last trading day on or before November 2, 2020 and investor demand during the
marketing process. The final Hong Kong Offer Price will be set at
the lower of the final International Offer Price and the Maximum
Offer Price of HK$1,399.00 per Share.
Shares will be traded in board lots of 10 Shares.
The Company plans to use the net proceeds from the Offering for
investments in technologies to enhance students' learning
experience, its business growth and geographic expansion, strategic
investments and acquisitions, and general corporate purposes and
working capital needs.
Fully Electronic Application Process for the Hong Kong Public
Offering
New Oriental has decided to adopt a fully electronic application
process for the Hong Kong Public Offering, with no printed copies
of prospectuses or application forms. A fully electronic
application process is consistent with the way in which the
Company's customers and stakeholders engage and interact with each
other and the Company. The Company believes such method will also
help mitigate the environmental impact of printing and minimize the
exploitation of natural resources, among others. The prospectus is
available at the website of the Hong Kong Stock Exchange at
www.hkexnews.hk and the Company's website at
https://investor.neworiental.org/.
The Company encourages applicants for the Hong Kong Public
Offering to view its prospectus and apply online through the White
Form eIPO service at www.eipo.com.hk, or apply through the CCASS
EIPO service. The Hong Kong Public Offering will commence at 9:00
a.m. on Thursday, October 29, 2020
Hong Kong time and will close at 12:00 noon on Tuesday, November 3, 2020 Hong Kong time.
Potential applicants may call the enquiry hotline of
Computershare Hong Kong Investor Services Limited if they have any
question about making applications for the Hong Kong Offer Shares.
The hotline number is +852 2862 8690, and will be open from
9:00 a.m. to 9:00 p.m. on Thursday,
October 29, 2020 and Friday, October 30,
2020, from 9:00 a.m. to 6:00 p.m. on
Saturday, October 31, 2020 and Sunday, November 1, 2020, from 9:00 a.m. to 9:00 p.m. on Monday, November 2,
2020 and from 9:00 a.m. to 12:00 noon
on Tuesday, November 3, 2020 Hong
Kong time.
Credit Suisse, BofA Securities and UBS are the joint sponsors
and joint global coordinators for the proposed Offering.
The International Offering is being made only by means of a
preliminary prospectus supplement dated October 28, 2020 and the accompanying prospectus
included in an automatic shelf registration statement on Form F-3
filed with the U.S. Securities and Exchange Commission (the "SEC")
on October 23, 2020, which
automatically became effective upon filing. The registration
statement on Form F-3 and the preliminary prospectus supplement are
available at the SEC website at: http://www.sec.gov. Copies of the
prospectus supplement and the accompanying prospectus relating to
the offering may also be obtained from Credit Suisse (Hong Kong) Limited, Email:
newyork.prospectus@credit-suisse.com, BofA Securities, Email:
dg.prospectus_requests@bofa.com, or UBS Securities LLC, Email:
ol-prospectus-request@ubs.com.
The proposed Offering is subject to market and other conditions,
and there can be no assurance as to whether or when the Offering
may be completed, or as to the actual size or terms of the
Offering. This press release shall not constitute an offer to sell
or the solicitation of an offer or an invitation to buy any
securities of the Company, nor shall there be any offer or sale of
these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or other jurisdiction. This press release does not constitute
a prospectus (including as defined under the laws of Hong Kong) and potential investors should read
the prospectus of the Company for detailed information about the
Company and the proposed offering, before deciding whether or not
to invest in the Company. This press release has not been reviewed
or approved by the SEHK or the Securities and Futures Commission of
Hong Kong.
The price of the Shares of the Company may be stabilized in
accordance with the Securities and Futures (Price Stabilization)
Rules. The details of the intended stabilization and how it will be
regulated under the Securities and Futures Ordinance (Chapter 571
of the laws of Hong Kong) will be
contained in the prospectus of the Company dated October 29, 2020.
About New Oriental
New Oriental is the largest provider of private educational
services in China offering a wide
range of educational programs, services and products to a varied
student population throughout China. New Oriental's program, service and
product offerings consist of K-12 after-school tutoring, test
preparation, language training for adults, pre-school education,
primary and secondary school education, education materials and
distribution, online education, and other services. New Oriental's
ADSs, each of which represents one common share, currently trade on
the New York Stock Exchange under the symbol "EDU."
For more information about New Oriental, please visit
http://www.neworiental.org/english/.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements are made under 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," "future," "intends," "plans,"
"believes," "estimates," "potential," "continue," "ongoing,"
"targets," "guidance" and similar statements. Statements that are
not historical facts, including statements about the offering and
listing, the use of proceeds and the Company's strategies and
goals, are or contain 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. There can be no
guarantee that the offering and listing will be completed as
planned, or that the expected benefits from the offering and
listing will be achieved. You should consider the risk factors
included in the registration statement (including any documents
incorporated by reference), prospectus and prospectus supplements
that have been or will be filed with the SEC and the prospectus
registered in Hong Kong. All
information provided in this press release is as of the date of
this press release and are based on assumptions that the Company
believes to be reasonable as of this date, and the Company does not
undertake any obligation to update any forward-looking statement,
except as required under applicable law.
Contacts
For investor and media inquiries, please contact:
Ms. Sisi Zhao
New Oriental Education and Technology Group Inc.
Tel: +86-10-6260-5568
Email: zhaosisi@xdf.cn
Ms. Rita Fong / Ms. Charlotte
Cheung
FTI Consulting
Tel: +852 3768 4548 / +852 3768 4732
Email: rita.fong@fticonsulting.com /
charlotte.cheung@fticonsulting.com
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SOURCE New Oriental Education and Technology Group Inc.