SINGAPORE, March 1, 2019 /PRNewswire/ -- Sea Limited (NYSE:
SE) ("Sea" or the "Company") today announced that it proposes to
offer 50,000,000 American Depositary Shares ("ADS"), each
representing one Class A ordinary share of the Company, in an
underwritten public offering. All of the ADSs to be sold in the
offering will be offered by Sea. Sea intends to grant to the
underwriters a 30-day option to purchase up to an additional
7,500,000 ADSs on the same terms and conditions.
Tencent Holdings Limited, one of
Sea's principal shareholders, has indicated an interest in
purchasing US$50 million of the ADSs in this offering at the
public offering price and on the same terms as the other ADSs being
offered. Sea and the underwriters are currently under no obligation
to sell ADSs to Tencent Holdings
Limited.
The Company expects to use the net proceeds from this offering
for business expansion and other general corporate purposes.
Goldman Sachs (Asia) L.L.C. and
Morgan Stanley & Co. LLC are acting as joint bookrunners and
China International Capital Corporation Hong Kong Securities
Limited is acting as a co-manager for the proposed offering.
The offering will be made pursuant to a shelf registration
statement on Form F-3ASR, which became automatically effective upon
filing with the U.S. Securities and Exchange Commission ("SEC") on
March 1, 2019, New York City time. A preliminary prospectus
supplement related to the proposed ADS offering has been filed with
the SEC. The registration statement on Form F-3ASR and the
preliminary prospectus supplement are available at the SEC website
at: http://www.sec.gov. Copies of the registration statement on
Form F-3ASR, the preliminary prospectus supplement and the
accompanying prospectus may be obtained from Goldman Sachs &
Co. LLC, 200 West Street, New York,
NY 10282-2198, Attn: Prospectus Department, by telephone at
212-902-1171, or Morgan Stanley & Co. LLC, 180 Varick Street,
New York, NY, 10014, Attn:
Prospectus Department, by telephone at 1-866-718-1649, or by e-mail
at prospectus@morganstanley.com.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
This press release contains information about a proposed
offering of ADSs, and there can be no assurance that an offering
will be completed.
For further information, please contact:
Investors / analysts: ir@seagroup.com
Media: media@seagroup.com
About Sea Limited
Sea's mission is to better the lives of the consumers and small
businesses of our region with technology. Our region includes the
key markets of Indonesia,
Taiwan, Vietnam, Thailand, the
Philippines, Malaysia and
Singapore. Sea operates three
platforms across digital entertainment, e-commerce, and digital
financial services, known as Garena, Shopee, and AirPay,
respectively.
Safe Harbor Statement
This announcement contains forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended. 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 "may," "will,"
"expect," "anticipate," "future," "intend," "plan," "believe,"
"estimate," "is/are likely to," "confident" or other similar
statements. Sea may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and
Exchange Commission, 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. All
information provided in this press release is as of the date of the
issuance, and the Company assumes no obligation to update the
forward-looking statements in this press release and elsewhere
except as required under applicable law. Statements that are not
historical facts, including statements about the Company's 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. Further information
regarding these and other risks is included in Sea's annual report
on Form 20-F for the fiscal year ended December 31, 2018 and other filings with the
Securities and Exchange Commission.
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SOURCE Sea Limited