Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1              This CUSIP number applies to the Issuers American depositary shares, each representing one-half of one ordinary share, par value US$1.00 per share, of the Issuer.

 

 

CUSIP No. 44842L103

Schedule 13D

 

	1	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only): Hutchison Healthcare Holdings Limited
	2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)           o (b)           o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 40,097,877(1)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 40,097,877(1)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 40,097,877(1)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 60.4%(2)
	14	Type of Reporting Person (See Instructions) CO

 

(1) Represents the 36,666,667 ordinary shares (the Ordinary Shares), par value US$1.00 per share, of Hutchison China MediTech Limited (the Issuer) and 6,862,420 American depositary shares of the Issuer, each representing one-half of one Ordinary Share, held by Hutchison Healthcare Holdings Limited. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2) The percentage set forth above is calculated based upon an aggregate of 66,435,037 Ordinary Shares reported to be outstanding in the current report on Form 6-K of the Issuer submitted to the Securities and Exchange Commission on October 31, 2017.

 

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CUSIP No. 44842L103

Schedule 13D

 

	1	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only): Hutchison Whampoa (China) Limited
	2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)           o (b)           o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 40,097,877(1)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 40,097,877(1)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 40,097,877(1)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 60.4%(2)
	14	Type of Reporting Person (See Instructions) CO

 

(1) Represents the 36,666,667 ordinary shares (the Ordinary Shares), par value US$1.00 per share, of Hutchison China MediTech Limited (the Issuer) and 6,862,420 American depositary shares of the Issuer, each representing one-half of one Ordinary Share, held by Hutchison Healthcare Holdings Limited. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2) The percentage set forth above is calculated based upon an aggregate of 66,435,037 Ordinary Shares reported to be outstanding in the current report on Form 6-K of the Issuer submitted to the Securities and Exchange Commission on October 31, 2017.

 

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CUSIP No. 44842L103

Schedule 13D

 

	1	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only): CK Hutchison Global Investments Limited
	2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)           o (b)           o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 40,097,877(1)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 40,097,877(1)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 40,097,877(1)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 60.4%(2)
	14	Type of Reporting Person (See Instructions) CO

 

(1) Represents the 36,666,667 ordinary shares (the Ordinary Shares), par value US$1.00 per share, of Hutchison China MediTech Limited (the Issuer) and 6,862,420 American depositary shares of the Issuer, each representing one-half of one Ordinary Share, held by Hutchison Healthcare Holdings Limited. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2) The percentage set forth above is calculated based upon an aggregate of 66,435,037 Ordinary Shares reported to be outstanding in the current report on Form 6-K of the Issuer submitted to the Securities and Exchange Commission on October 31, 2017.

 

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CUSIP No. 44842L103

Schedule 13D

 

	1	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only): CK Hutchison Holdings Limited
	2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)           o (b)           o
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 40,097,877(1)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 40,097,877(1)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 40,097,877(1)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 60.4%(2)
	14	Type of Reporting Person (See Instructions) CO

 

(1) Represents the 36,666,667 ordinary shares (the Ordinary Shares), par value US$1.00 per share, of Hutchison China MediTech Limited (the Issuer) and 6,862,420 American depositary shares of the Issuer, each representing one-half of one Ordinary Share, held by Hutchison Healthcare Holdings Limited. The reporting persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(2) The percentage set forth above is calculated based upon an aggregate of 66,435,037 Ordinary Shares reported to be outstanding in the current report on Form 6-K of the Issuer submitted to the Securities and Exchange Commission on October 31, 2017.

 

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CUSIP No. 44842L103

Schedule 13D

 

Item 1                                    Security and Issuer

 

This Schedule 13D relates to the ordinary shares (the Ordinary Shares), par value US$1.00 per share, and the American depositary shares (ADSs), each representing one-half of one Ordinary Share, of Hutchison China MediTech Limited (the Issuer). The Issuers principal executive offices are located at 22/F, Hutchison House, 10 Harcourt Road, Hong Kong.

 

Item 2                                    Identity and Background

 

(a). and (f). This Schedule 13D is being filed jointly by:

 

i.   Hutchison Healthcare Holdings Limited (Hutchison Healthcare);

 

ii.   Hutchison Whampoa (China) Limited (Hutchison China);

 

iii.   CK Hutchison Global Investments Limited (Hutchison Global Investments); and

 

iv.   CK Hutchison Holdings Limited (CK Hutchison).

 

Hutchison Healthcare, Hutchison China, Hutchison Global Investments and CK Hutchison are collectively herein referred to as the Reporting Persons and each as a Reporting Person.

 

Hutchison Healthcare is a company incorporated in the British Virgin Islands, and wholly owned by Hutchison China, a company incorporated in Hong Kong. Hutchison Global Investments, a company incorporated in the British Virgin Islands, owns 99.99% of Hutchison China, and is itself wholly owned by CK Hutchison, a company incorporated in the Cayman Islands and listed on the Stock Exchange of Hong Kong Limited.

 

Set forth on Schedule A attached hereto and incorporated herein by reference is the name and citizenship of each of the directors and executive officers of each Reporting Person.

 

(b).      The principal business office of each of the Reporting Persons is: c/o CK Hutchison Holdings Limited, 22/F, Hutchison House, 10 Harcourt Road, Hong Kong.

 

Set forth on Schedule A attached hereto and incorporated herein by reference is the business address of each of the directors and executive officers of each Reporting Person.

 

(c).       Set forth on Schedule A attached hereto and incorporated herein by reference is the principal occupation or employment of each of the directors and executive officers of each Reporting Person as well as the principal business and address of the corporation or other organization in which such director or executive officers employment is conducted.

 

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CUSIP No. 44842L103

Schedule 13D

 

(d).      During the last five years, none of the Reporting Person or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e).       During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it was or is now subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.

 

Item 3                                    Source and Amount of Funds or Other Consideration

 

On October 30, 2017, Hutchison Healthcare used working capital to purchase 6,862,420 ADSs of the Issuer (the Purchase) for an aggregate purchase price of approximately US$182.0 million, or US$26.50 per ADS.  The Purchase was conducted in connection with the Issuers public offering (the Public Offering) of 11,369,810 ADSs pursuant to the terms of an underwriting agreement dated October 25, 2017 among the Issuer and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters named therein.  The Issuers Public Offering was made in reliance on its registration statement on Form F-3 ASR (File No. 333-217101).

 

Item 4                                    Purpose of Transaction

 

Prior to filing this Schedule 13D, each Reporting Person has filed with the Securities and Exchange Commission (the SEC) a Schedule 13G with respect to their beneficial ownership of the Ordinary Shares acquired prior to the Purchase described in answer to Item 3 of this Schedule 13D.  The Reporting Persons are filing this Schedule 13D as a result of the Purchase, during which each Reporting Person is deemed to have purchased additional Ordinary Shares, in the form of ADSs, of the Issuer that exceed two percent of the class of such securities.

 

The Purchase and the subsequent ownership of the Ordinary Shares acquired as a result of the Purchase were for general investment purposes. The Reporting Persons do not have any present intention to dispose of or acquire additional securities of the Issuer. As the majority shareholder of the Issuer, the Reporting Persons continuously evaluate their investment.  Any transactions that the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, current and future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial, market and industry conditions, other investment and business opportunities available to such Reporting Persons, tax considerations and other factors.

 

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CUSIP No. 44842L103

Schedule 13D

 

Other than as described above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of this Schedule 13D.

 

Item 5                                    Interest in Securities of the Issuer

 

(a).      and (b). The information required by Items 5(a) and 5(b) is set forth in Rows 7-13 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

To the knowledge of the Reporting Persons, among the directors and executive officers of each Reporting Person listed in Schedule A hereto:

 

·                  Mr To Chi Keung, Simon owns 133,237 ADSs and 180,000 Ordinary Shares, collectively representing approximately 0.4% of the Issuers Ordinary Shares. Mr To Chi Keung, Simon has the sole power to vote or direct the vote with respect to such Ordinary Shares and ADSs;

 

·                  Ms Edith Shih owns 100,000 ADSs and 70,000 Ordinary Shares, collectively representing approximately 0.2% of the Issuers Ordinary Shares. Ms Edith Shih has the sole power to vote or direct the vote with respect to such Ordinary Shares and ADSs; and

 

·                  none of the other persons named in Item 2 beneficially owns any Ordinary Shares or ADSs.

 

The foregoing ownership percentages are calculated based on an aggregate of 66,435,037 Ordinary Shares reported to be outstanding in the current report on Form 6-K of the Issuer submitted to the SEC on October 31, 2017.

 

(c).       Except as described in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Item 2 has effected any transaction in the Ordinary Shares or ADSs during the past 60 days.

 

(d).      No other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares or ADSs.

 

(e).       Not Applicable.

 

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CUSIP No. 44842L103

Schedule 13D

 

Item 6                                    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Lock-Up Agreements

 

In connection with the Issuers Public Offering as described in answer to Item 3, each of Hutchison Healthcare and certain of its affiliates, including Mr To Chi Keung, Simon and Ms Edith Shih, have agreed that, without the written consent of Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, it will not, during the period ending 90 days after October 25, 2017, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the purchase of, or otherwise dispose of or transfer any shares of the Issuers ADSs or Ordinary Shares or any securities convertible into or exchangeable or exercisable for such ADSs or Ordinary Shares, whether now owned or hereafter acquired by it or with respect to which it has or hereafter acquires the power of disposition (the Lock-Up Securities), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of ADSs or Ordinary Shares or other securities, in cash or otherwise. These restrictions are subject to certain customary exceptions.

 

Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their sole discretion, on behalf of the underwriters of the Public Offering may release the ADSs and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice.

 

Item 7                                    Material to be Filed as Exhibits

 

(a).      Exhibit 7.1 - Joint Filing Agreement dated November 9, 2017 by and among the Reporting Persons

 

(b).      Exhibit 7.2 - Form of Lock-Up Agreement (incorporated by reference to Exhibit D of Exhibit 1.1 to the current report on Form 6-K of the Issuer submitted to the SEC on October 26, 2017)

 

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CUSIP No. 44842L103

Schedule 13D

 

Schedule A

Hutchison Healthcare Holdings Limited

 

 

Hutchison Whampoa (China) Limited

 

 

CK Hutchison Global Investments Limited

 

 

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CUSIP No. 44842L103

Schedule 13D

 

 

CK Hutchison Holdings Limited

 

 

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CUSIP No. 44842L103

Schedule 13D

 

 

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CUSIP No. 44842L103

Schedule 13D

 

 

Notes to Schedule A:

 

(1)		Unless otherwise indicated, the business address of each of the named persons is 22/F, Hutchison House, 10 Harcourt Road, Hong Kong.
(2)		The principal business address of Hutchison Healthcare Holdings Limited is 22/F, Hutchison House, 10 Harcourt Road, Hong Kong.  The business of Hutchison Healthcare Holdings Limited is investment holding of health care related investments.
(3)		The principal business address of Hutchison Whampoa (China) Limited is 22/F, Hutchison House, 10 Harcourt Road, Hong Kong.  The business of Hutchison Whampoa (China) Limited is investment holding and trading.
(4)		The principal business address of CK Hutchison Global Investments Limited is 22/F, Hutchison House, 10 Harcourt Road, Hong Kong.  The business of CK Hutchison Global Investments Limited is investment holding.
(5)		The principal business address of CK Hutchison Holdings Limited is 12/F, Cheung Kong Center, 2 Queens Road Central, Hong Kong. The business of CK Hutchison Holdings Limited comprises five core segments: ports and related services, retail, infrastructure, energy and telecommunications.

 

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CUSIP No. 44842L103

Schedule 13D

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: November 9, 2017

 

	HUTCHISON HEALTHCARE HOLDINGS LIMITED
	By:	/s/ Simon To
	Name:	Simon To
	Title:	Authorized Signatory
	HUTCHISON WHAMPOA (CHINA) LIMITED
	By:	/s/ Simon To
	Name:	Simon To
	Title:	Authorized Signatory
	CK HUTCHISON GLOBAL INVESTMENTS LIMITED
	By:	/s/ Edith Shih
	Name:	Edith Shih
	Title:	Authorized Signatory
	CK HUTCHISON HOLDINGS LIMITED
	By:	/s/ Edith Shih
	Name:	Edith Shih
	Title:	Authorized Signatory

 

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CUSIP No. 44842L103

Schedule 13D

 

List of Exhibits

 

Exhibit No		Description
7.1		Joint Filing Agreement
7.2		Form of Lock-up Agreement (incorporated by reference to Exhibit D of Exhibit 1.1 to the current report on Form 6-K of the Issuer submitted to the SEC on October 26, 2017)

 

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