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8 Jul 2022 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
MING YANG SMART ENERGY GROUP LIMITED
Pre-Stabilisation Notice
8 July 2022
UBS AG London Branch (contact: Francois-Olivier Mercier, Syndicate Desk, telephone: +44 207 567 8000) hereby gives notice that the entity undertaking stabilisation (the "Stabilising Manager" named below and its affiliates) may stabilise the offer of the following securities in accordance with Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 as such legislation forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018. Stabilisation transactions aim at supporting the market price of the Securities during the Stabilisation Period. Stabilisation may not necessarily occur and it may cease at any time.
The securities: | |
Issuer: | MING YANG SMART ENERGY GROUP LIMITED |
Securities: | Global depositary receipts (the "GDRs") each representing 5 A shares of the Company |
ISIN: | US6034912005 (RegS GDRs) |
Offering size: | 31,280,500 GDRs (excluding the over-allotment option) |
Market: | London Stock Exchange plc, Shanghai-London Stock Connect segment |
Ticker: | MYSE |
Description | Initial Public Offering of GDRs |
Offer Price: | USD 21.00 per GDR |
Stabilisation: | |
Stabilisation Manager (and central point within the meaning of Commission Delegated Regulation (EU) 2016/1052): | UBS AG London Branch, 5 Broadgate, London EC2M 2QS Contact: Francois-Olivier Mercier, Syndicate Desk, telephone: +44 207 567 8000 |
Beginning of the Stabilisation Period: | 8 July 2022 |
Stabilisation Period to end no later than: | 5 August 2022 |
Trading venue where stabilisation may be undertaken: | London Stock Exchange plc, over-the-counter (OTC) and other order book venues e.g. Turquoise, BATS and Chi-X |
Maximum size of Over-allotment Option: | 2,380,000 GDRs |
Over-allotment & Greenshoe Option: | |
Terms: | In connection with the offer of GDRs (the "Offer"), the Stabilising Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot GDRs or effect other transactions with a view to supporting the market price of the GDRs at a level higher than that which might otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager (or persons acting on its behalf) will undertake stabilisation action and there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions. In particular, the Stabilising Manager's ability to undertake stabilisation action depends on it being able to agree deferred settlement arrangements with one or more investors in order to allow it to over-allot GDRs. Any stabilisation action may begin on the date of adequate public disclosure of the final price of the GDRs and, if begun, may be ended at any time but must end no later than 30 calendar days thereafter (the "Stabilisation Period"). Any stabilisation action must be undertaken in accordance with applicable laws and regulations. Such stabilisation, if commenced, may be discontinued at any time without prior notice. Save as required by law or regulation, the Stabilising Manager does not intend to disclose the extent of any over-allotments made and/or stabilisation transactions concluded in relation to the Offer. In connection with the Offer, the Stabilising Manager may, for stabilisation purposes and subject to the deferred settlement arrangements described above, over-allot up to 2,380,000 GDRs. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of GDRs effected by it during the Stabilisation Period, the Stabilising Manager will enter into over-allotment arrangements pursuant to which the Stabilising Manager may purchase or procure purchasers for up to 2,380,000 additional GDRs (the "Over-allotment GDRs") at the Offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by the Stabilising Manager, at any time on or before the 30th calendar day after the date of announcement of the Offer Price on the London Stock Exchange. Any Over-allotment GDRs made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the GDRs, will be purchased on the same terms and conditions as the GDRs being issued or sold in the Offer and will form a single class for all purposes with the other GDRs. |
Number of GDRs covered by Over-allotment Option: | 2,380,000 GDRs |
Duration: | The Over-allotment Option may be executed at any time during the Stabilisation Period. |
Disclaimer
The information contained in this announcement is for background purposes only and does not purport to be full or complete nor does it constitute or form part of any invitation or inducement to engage in investment activity, nor does it constitute an offer or invitation to buy any securities in any jurisdiction including the United States, or a recommendation in respect of buying, holding or selling any securities. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa. This announcement does not constitute or form a part of any offering or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States, Australia, Japan or South Africa. The GDRs referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The GDRs are being offered and sold outside the United States in "offshore transactions" within the meaning of Regulation S under the Securities Act.
The GDRs may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
This announcement is only addressed to and directed at specific addressees who: (A) if in member states of the European Economic Area (the "EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018, and who are: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) being referred to as "Relevant Persons"). This announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.
END
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