Bilibili Inc 6-K, filed Jan 9, 2023
Bilibili Inc. (BILI)
About this 6-K
Bilibili Inc filed this 6-K on January 9, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2023
Commission File Number: 001-38429
Bilibili Inc.
Building 3, Guozheng Center, No. 485 Zhengli Road
Yangpu District, Shanghai, 200433
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibit Index
Exhibit 99.1 – Monthly Return with The Stock Exchange of Hong Kong Limited – Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities
Exhibit 99.2 – Announcement on The Stock Exchange of Hong Kong Limited Regarding Issuance of New Class Z Ordinary Shares under The General Mandate, dated January 9, 2023
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BILIBILI INC. | ||||
| By | : | /s/ Xin Fan | ||
| Name | : | Xin Fan | ||
| Title | : | Chief Financial Officer | ||
Date: January 9, 2023
Exhibit 99.1
Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities
| For the month ended: | 31 December 2022 | Status: | New Submission | |||
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| To : Hong Kong Exchanges and Clearing Limited | ||||||
| Name of Issuer: | Bilibili Inc. | |||||
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| Date Submitted: | 06 January 2023 | |||||
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I. Movements in Authorised / Registered Share Capital
| 1. Type of shares | WVR ordinary shares | Class of shares | Other class (specify in description) | Listed on SEHK (Note 1) | No | |||||||
| Stock code | N/A | Description | Class Y | |||||||||
| Number of authorised/registered shares | Par value | Authorised/registered share capital | ||||||||||
| Balance at close of preceding month | 100,000,000 | USD | 0.0001 | USD | 10,000 | |||||||
| Increase / decrease (-) | 0 | USD | ||||||||||
| Balance at close of the month | 100,000,000 | USD | 0.0001 | USD | 10,000 | |||||||
| 2. Type of shares | WVR ordinary shares | Class of shares | Other class (specify in description) | Listed on SEHK (Note 1) | Yes | |||||||
| Stock code | 09626 | Description | Class Z | |||||||||
| Number of authorised/registered shares | Par value | Authorised/registered share capital | ||||||||||
| Balance at close of preceding month | 9,800,000,000 | USD | 0.0001 | USD | 980,000 | |||||||
| Increase / decrease (-) | 0 | USD | ||||||||||
| Balance at close of the month | 9,800,000,000 | USD | 0.0001 | USD | 980,000 | |||||||
Page 1 of 8
| 3. Type of shares | Other type (specify in description) | Class of shares | Other class (specify in description) | Listed on SEHK (Note 1) | No | |||||||
| Stock code | N/A | Description | Undesignated | |||||||||
| Number of authorised/registered shares | Par value | Authorised/registered share capital | ||||||||||
| Balance at close of preceding month | 100,000,000 | USD | 0.0001 | USD | 10,000 | |||||||
| Increase / decrease (-) | 0 | USD | ||||||||||
| Balance at close of the month | 100,000,000 | USD | 0.0001 | USD | 10,000 | |||||||
Total authorised/registered share capital at the end of the month: USD 1,000,000
Page 2 of 8
II. Movements in Issued Shares
| 1. Type of shares | WVR ordinary shares | Class of shares | Other class (specify in description) | Listed on SEHK (Note 1) | No | |||||||||
| Stock code | N/A | Description | Class Y | |||||||||||
| Balance at close of preceding month | 83,715,114 | |||||||||||||
| Increase / decrease (-) | 0 | |||||||||||||
| Balance at close of the month | 83,715,114 | |||||||||||||
| 2. Type of shares | WVR ordinary shares | Class of shares | Other class (specify in description) | Listed on SEHK (Note 1) | Yes | |||||||||
| Stock code | 09626 | Description | Class Z | |||||||||||
| Balance at close of preceding month | 310,103,538 | |||||||||||||
| Increase / decrease (-) | 760,933 | |||||||||||||
| Balance at close of the month | 310,864,471 | |||||||||||||
Remarks:
(1) The balance of Class Z ordinary shares excludes 5,337,832 Class Z ordinary shares issued and reserved for future issuance upon the exercise or vesting of awards granted under the Company’s share incentive plans.
(2) The 100,000,000 undesignated ordinary shares of the Company’s authorised share capital have not been issued.
Page 3 of 8
III. Details of Movements in Issued Shares
(A). Share Options (under Share Option Schemes of the Issuer)
| 1. Type of shares issuable | WVR ordinary shares | Class of shares | Other class (Please specify) | Shares issuable to be listed on SEHK (Note 1) | Yes | |||||||||||||
| Other class (Please specify) | Class Z | |||||||||||||||||
| Stock code of shares issuable (if listed on SEHK) (Note 1) | 09626 | |||||||||||||||||
| Particulars of share option scheme | Number of share options outstanding at close of preceding month |
Movement during the month |
Number of share options outstanding at close of the month |
No. of new shares of issuer issued during the month pursuant thereto (A) |
No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month | ||||||||||||
| 1). | 2018 Share Incentive Plan - options |
22,109,176 | Granted | 20,838,778 | 709,118 | 20,838,778 | 0 | |||||||||||
| Exercised | -709,118 | |||||||||||||||||
| Cancelled | -561,280 | |||||||||||||||||
| General Meeting approval date (if applicable) |
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| 2). | Global Share Incentive Plan - options |
1,137,050 | Exercised | -51,250 | 1,071,650 | 51,250 | 1,071,650 | 0 | ||||||||||
| Cancelled | -14,150 | |||||||||||||||||
| General Meeting approval date (if applicable) |
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| Total A (WVR ordinary shares Class Z): | 760,368 | |||||||||||||||||
| Total funds raised during the month from exercise of options: USD | 76.04 | |||||||||||||||||
Remarks:
No further options will be granted under the 2018 Share Incentive Plan or the Global Share Incentive Plan after October 3, 2022 (being the date on which the Company’s voluntary conversion of its secondary listing status to primary listing on the Stock Exchange became effective).
(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable
Page 4 of 8
(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed)
| 1. Type of shares issuable | WVR ordinary shares | Class of shares | Other class (Please specify) | Shares issuable to be listed on SEHK (Note 1) | Yes | |||||||||||
| Other class (Please specify) | Class Z | |||||||||||||||
| Stock code of shares issuable (if listed on SEHK) (Note 1) | 09626 | |||||||||||||||
| Description of the Convertibles | Currency |
Amount at close of preceding month |
Movement during the month |
Amount at close of the month |
No. of new shares of issuer issued during the month pursuant thereto (C) |
No. of new shares of issuer which may be issued pursuant thereto as at close of the month | ||||||||||||
| 1). | April 2026 Notes - US$500 million convertible senior notes | USD | 429,357,000 | Converted | -14,000 | 429,343,000 | 565 | 17,347,182 | ||||||||||
| Type of convertibles | Bond/Notes |
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| Stock code of the Convertibles (if listed on SEHK) (Note 1) |
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| Subscription/Conversion price |
USD 24.75 |
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| General Meeting approval date (if applicable) |
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| 2). | 2027 Notes - US$800 million convertible senior notes | USD | 745,999,000 | 745,999,000 | 0 | 18,315,470 | ||||||||||||
| Type of convertibles | Bond/Notes |
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| Stock code of the Convertibles (if listed on SEHK) (Note 1) |
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| Subscription/Conversion price |
USD 40.73 |
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| General Meeting approval date (if applicable) |
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| 3). | December 2026 Notes - US $1,600 million convertible senior notes | USD | 1,324,600,000 | Cancelled | -492,873,000 | 831,727,000 | 0 | 8,851,156 | ||||||||||
| Type of convertibles |
Bond/Notes |
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| Stock code of the Convertibles (if listed on SEHK) (Note 1) |
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| Subscription/Conversion price |
USD 93.97 |
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| General Meeting approval date (if applicable) |
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| Total C (WVR ordinary shares Class Z): | 565 |
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Page 5 of 8
Remarks:
| (1) The April 2026 Notes included a 30-day option exercised by the initial purchasers to purchase an additional US$70 million principal amount of the April 2026 Notes. (2) The 2027 Notes included a 30-day option exercised by the initial purchasers to purchase an additional US$100 million principal amount of the 2027 Notes. (3) The December 2026 Notes included a 30-day option exercised by the initial purchasers to purchase an additional US$200 million principal amount of the December 2026 Notes. |
(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)
| 1. Type of shares issuable | WVR ordinary shares | Class of shares | Other class (Please specify) | Shares issuable to be listed on SEHK (Note 1) | Yes | |||||||||
| Other class (Please specify) | Class Z | |||||||||||||
| Stock code of shares issuable (if listed on SEHK) (Note 1) | 09626 | |||||||||||||
| Description | General Meeting approval date (if applicable) |
No. of new shares of issuer issued during the month pursuant thereto (D) | No. of new shares of issuer which may be issued pursuant thereto as at close of the month | |||||||||||
| 1). | 2018 Share Incentive Plan - restricted share units | 0 | 1,967,384 | |||||||||||
| Total D (WVR ordinary shares Class Z): | 0 | |||||||||||||
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Remarks:
| (1) The amended 2018 Share Incentive Plan only became effective on October 3, 2022 (being the date on which the Company’s voluntary conversion of its secondary listing status to primary listing on the Stock Exchange became effective). (2) The Company granted 1,967,384 restricted share units on December 14, 2022. For details, please refer to the announcement of the Company dated December 15, 2022. |
(E). Other Movements in Issued Share Not applicable
| Total increase / decrease (-) in WVR ordinary shares Class Z during the month (i.e. Total of A to E) | 760,368 | |||||
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| Total increase / decrease (-) in WVR ordinary shares Class Z during the month (i.e. Total of A to E) | 565 | |||||
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| IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
Page 6 of 8
V. Confirmations
We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 2)
| (i) | all money due to the listed issuer in respect of the issue of securities has been received by it; |
| (ii) | all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under “Qualifications of listing” have been fulfilled; |
| (iii) | all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; |
| (iv) | all the securities of each class are in all respects identical (Note 3); |
| (v) | all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements; |
| (vi) | all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue; |
| (vii) | completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and |
| (viii) | the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. |
| Submitted by: | Xin Fan |
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| Title: | Joint Company Secretary |
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| (Director, Secretary or other Duly Authorised Officer) | ||||
Notes
| 1. | SEHK refers to Stock Exchange of Hong Kong. |
| 2. | Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return. |
Page 7 of 8
| 3. | “Identical” means in this context: |
| • | the securities are of the same nominal value with the same amount called up or paid up; |
| • | they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and |
| • | they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| 4. | If there is insufficient space, please submit additional document. |
| 5. | In the context of repurchase of shares: |
| • | “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and |
| • | “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and |
| • | “type of shares issuable” should be construed as “type of shares repurchased”; and |
| • | “issue and allotment date” should be construed as “cancellation date” |
| 6. | In the context of redemption of shares: |
| • | “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and |
| • | “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and |
| • | “type of shares issuable” should be construed as “type of shares redeemed”; and |
| • | “issue and allotment date” should be construed as “redemption date” |
Page 8 of 8
Exhibit 99.2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company. This announcement does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities of the Company to the public in Hong Kong or any other jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities of the Company, nor is it calculated to invite offers by the public to subscribe for or purchase any securities of the Company. This announcement must not be regarded as an inducement to subscribe for or purchase any securities of the Company, and no such inducement is intended. Neither the Company nor its sales agents nor any of their respective affiliates and advisers is offering, or is soliciting offers to buy, any securities of the Company in Hong Kong or any other jurisdiction through the publication of this announcement.
Bilibili Inc.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9626)
ISSUANCE OF NEW CLASS Z ORDINARY SHARES UNDER THE GENERAL MANDATE
NOTES REPURCHASES AND ADS OFFERING
On January 9, 2023 (U.S. Eastern Time), the Company and the Underwriter entered into the Equity Underwriting and Notes Exchange Agreement, pursuant to which the Company agreed to issue 15,344,000 ADSs partially in exchange for an aggregate principal amount of US$384.8 million of its outstanding December 2026 Notes to be purchased by the Underwriter and its applicable affiliate(s) from certain holders of the Notes through private negotiations. The Underwriter will act as the sole book-running manager to sell the ADSs to be issued by the Company in the Offering. Concurrently with the Offering, the Underwriter and its applicable affiliate(s), as duly engaged and authorized by the Company, entered into separate agreements with certain holders of the Notes to purchase the Exchange Notes from such holders for a Purchase Price of approximately US$331.2 million. The net proceeds of the Offering (after deducting the selling commission under the Equity Underwriting and Notes Exchange Agreement) will be used, as a part of the Company’s comprehensive liability management exercise (i) by the Underwriter to fund the Purchase Price of the Exchange Notes payable by the Underwriter to the holders of such Exchange Notes, and (ii) in respect of the Remaining Proceeds to be paid by the Underwriter to the Company, by the Company, to replenish its cash reserve after its repurchases of certain convertible senior notes in the fourth quarter of 2022 and for its other working capital purposes. The closing of each of the Notes Exchange and the Notes Purchase is contingent upon, among others, the closing of the Offering.
On January 9, 2023 (U.S. Eastern Time), the Company filed a shelf registration statement on Form F-3 and a preliminary prospectus supplement with the SEC in connection with the offers and sales of 15,344,000 ADSs by the Underwriter at the Offer Price. It is expected that the ADSs will be placed to not fewer than six Placees. To the best of the knowledge, information and belief of the Directors and the Underwriter, the Placees and the ultimate beneficial owners of the Placees are or will be, as the case may be, Independent Third Parties. The 15,344,000 Class Z Ordinary Shares of the Company with an aggregate nominal value of approximately US$1,534.4 underlying the ADSs to be issued pursuant to the Offering represent (i) approximately 3.89% of the 394,579,585 Shares of the Company issued and outstanding as of the date of this announcement, and (ii) approximately 3.74% of the Shares of the Company issued and outstanding as enlarged by such Class Z Ordinary Shares.
1
The Offer Price is US$26.65 per ADS (equivalent to approximately HK$209.20 per ADS), which represents (i) a discount of approximately 6.98% to the closing price of US$28.65 per ADS on the Nasdaq on January 6, 2023, being the previous trading day prior to the date of the Equity Underwriting and Notes Exchange Agreement, (ii) a discount of approximately 6.61% to the closing price of HK$224.00 per Class Z Ordinary Share as quoted on the Stock Exchange on January 9, 2023, and (iii) a premium of approximately 1.06% to the average closing price of HK$207.00 per Class Z Ordinary Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to January 9, 2023.
The Offer Price was determined with reference to, amongst other factors, the prevailing market price of the ADSs and the level of indications of interest in the Offering.
Settlement of the ADSs to be issued under the Offering will take place on the Closing Date which is expected to be on or around January 11, 2023. On the Closing Date, the ADSs sold by the Underwriter in the Offering shall be delivered by or on behalf of the Company to the Underwriter, the Underwriter shall deliver the Exchange Notes to the trustee for cancellation and the Underwriter will pay the Remaining Proceeds to the Company.
CONDITIONS TO THE UNDERWRITER’S OBLIGATIONS
The obligations of the Underwriter under the Equity Underwriting and Notes Exchange Agreement are conditional on the fulfilment of customary conditions, including, among others, that (i) the respective representations and warranties shall be true and correct on the Closing Date, (ii) the ADSs to be issued pursuant to the Offering shall have been approved for listing on the Nasdaq, and (iii) the Listing Shares shall have been approved for listing on the Stock Exchange.
TERMINATION
Pursuant to the Equity Underwriting and Notes Exchange Agreement, the Underwriter may terminate the Equity Underwriting and Notes Exchange Agreement by notice given to the Company, if after the execution and delivery of the agreement and prior to the Closing Date:
| (i) | trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, NYSE American, the Nasdaq Global Select Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade or the Stock Exchange, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the SEC, Financial Industry Regulatory Authority or any other government authority; |
2
| (ii) | trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market; |
| (iii) | a material disruption in commercial banking, securities settlement, payment or clearance services in the United States, the PRC or the Cayman Islands or with respect to Clearstream or Euroclear systems in Europe shall have occurred; |
| (iv) | any moratorium on commercial banking activities shall have been declared by United States Federal, New York State, PRC or Cayman Islands authorities; or |
| (v) | there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, currency exchange rates or controls or any calamity or crisis or any change or development involving a prospective change in the national or international political, financial or economic conditions that, in the judgment of the Underwriter, is material and adverse and which, singly or together with any other event specified in this paragraph, makes it, in the judgment of the Underwriter, impracticable or inadvisable to proceed with the offer, sale or delivery of the ADSs on the terms and in the manner contemplated in the preliminary prospectus together with the documents and pricing information set forth in the Equity Underwriting and Notes Exchange Agreement or the prospectus or to enforce contracts for the sale of the ADSs. |
LOCK-UP UNDERTAKING
The Company, all the Directors, certain shareholders (namely, Kami Sama Limited, Saber Lily Limited and Vanship Limited) and an executive officer of the Company have agreed with the Underwriter, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any ADSs, Class Z Ordinary Shares or securities convertible into or exercisable or exchangeable for the ADSs or Class Z Ordinary Shares during the period commencing on the date of the undertaking and ending 90 days after the date of the final prospectus relating to the Offering without the prior written consent of the Underwriter.
GENERAL MANDATE
The Listing Shares underlying the ADSs are proposed to be issued under the general mandate granted to the Directors pursuant to resolutions of the Shareholders passed on June 30, 2022 to allot, issue or deal with unissued Class Z Ordinary Shares and/or ADSs not exceeding 20% of the total number of issued Shares of the Company as of the date of passing of such ordinary resolution, being a maximum of 78,090,441 Class Z Ordinary Shares (the “General Mandate”). On December 15, 2022, the Company announced the grant of 1,967,384 restricted share units on December 14, 2022 involving 1,967,384 Class Z Ordinary Shares, which may be issued under the General Mandate. Save for such grant of restricted share units, as at the date of this announcement, the General Mandate has not been utilized.
The Listing Shares, being 15,344,000 Class Z Ordinary Share underlying the ADSs to be issued in connection with the Offering, will be allotted and issued by the Company under the General Mandate. As such, the allotment and issue of the Listing Shares is not subject to additional approval of the Shareholders.
3
The Listing Shares shall, when issued and fully paid, rank pari passu in all respects with the other Class Z Ordinary Shares in issue or to be issued by the Company on or prior to the completion of the Offering including the rights to all dividends and other distributions declared, made or paid at any time after the date of issuance.
APPLICATION FOR LISTING
The securities of our Company are dual-primary listed on the Nasdaq and the Stock Exchange. The Company’s ADSs, each representing one Class Z Ordinary Share have been quoted on the Nasdaq system under the symbol “BILI” since March 2018. The Company’s Class Z Ordinary Shares have been listed the Main Board of the Stock Exchange under the stock code “9626” since March 2021.
An application will be made by the Company to the Stock Exchange for the granting of the listing of, and permission to deal in 15,344,000 Listing Shares underlying the ADSs to be issued in connection with the Offering.
Dealings in the Listing Shares would commence on the Stock Exchange only after the holder of the relevant ADSs converts the ADSs into Class Z Ordinary Shares following the procedures disclosed in the section head “Information about the Listing — Converting ADSs to Class Z Ordinary Shares trading in Hong Kong” in the Prospectus.
USE OF PROCEEDS AND REASONS FOR THE TRANSACTIONS
Assuming all the ADSs subject to the Offering are fully subscribed for, the gross proceeds from the Offering are expected to be approximately US$408.9 million and the net proceeds (after deducting all applicable costs and expenses including but not limited to selling commission) will be approximately US$396.9 million. On this basis, the net price per Listing Share will be approximately US$25.87.
The net proceeds of the Offering (after deduction of the selling commission under the Equity Underwriting and Notes Exchange Agreement) will be used, as a part of the Company’s comprehensive liability management exercise (i) by the Underwriter to fund the Purchase Price for the Exchange Notes payable by the Underwriter to holders of the Exchange Notes and (ii) in respect of the Remaining Proceeds, by the Company to replenish its cash reserve after its repurchases of certain convertible senior notes in the fourth quarter of 2022 and for its other working capital purposes.
The Notes Exchange transactions are part of the Company’s comprehensive liability management efforts. As of September 30, 2022, the principal amount of the April 2026 Notes, the December 2026 Notes and the 2027 Notes were US$429.4 million, US$1,324.6 million, and US$800.0 million, respectively. As of the date of this announcement and prior to any Notes Exchange to be conducted, an aggregate principal amount of US$429.3 million, US$831.7 million and US$746.0 million of the April 2026 Notes, the December 2026 Notes, and the 2027 Notes, respectively, remained outstanding. As of September 30, 2022, we had cash and cash equivalents, time deposits and short- term investments of US$3.4 billion. The Notes Exchange transactions as a whole will optimize the Company’s balance sheet and capital structure.
4
The Directors consider the terms of the Equity Underwriting and Notes Exchange Agreement are fair and reasonable in the interests of the Company and the Shareholders as a whole and that the Equity Underwriting and Notes Exchange Agreement was entered into upon normal commercial terms following arm’s length negotiations between the Company and the Underwriter.
EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY
Assuming 15,344,000 ADSs, representing 15,344,000 Class Z Ordinary Shares, were issued pursuant to the Offering, and there are no other changes in the share capital of the Company from the date of this announcement up to completion of the Offering, set out below is the shareholding structure of the Company (i) as at the date of this announcement and (ii) immediately after completion of the Offering:
| As at the date | Immediately after the | |||||||||||
| of this announcement | completion of the Offering | |||||||||||
| Number of Shares | Approx. %(1) | Number of Shares | Approx. %(2) | |||||||||
| Shareholder |
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| Mr. Rui Chen (including his associates) |
49,299,006 Class Y Ordinary Shares |
12.49 | % | 49,299,006 Class Y Ordinary Shares |
12.03 | % | ||||||
| 525,525 Class Z Ordinary Shares |
0.13 | % | 525,525 Class Z Ordinary Shares |
0.13 | % | |||||||
| Mr. Yi Xu (including his associates) |
27,216,108 Class Y Ordinary Shares |
6.90 | % | 27,216,108 Class Y Ordinary Shares |
6.64 | % | ||||||
| 196,100 Class Z Ordinary Shares |
0.05 | % | 196,100 Class Z Ordinary Shares |
0.05 | % | |||||||
| Ms. Ni Li (including her associates) |
7,200,000 Class Y Ordinary shares |
1.82 | % | 7,200,000 Class Y Ordinary Shares |
1.76 | % | ||||||
| 908,300 Class Z Ordinary Shares |
0.23 | % | 908,300 Class Z Ordinary Shares |
0.22 | % | |||||||
| Placees |
— | 0 | % | 15,344,000 Class Z Ordinary Shares |
3.74 | % | ||||||
| Other Shareholders |
309,234,546 Class Z Ordinary Shares |
78.37 | % | 309,234,546 Class Z Ordinary Shares |
75.44 | % | ||||||
|
|
|
|
|
|
|
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| Total |
394,579,585 Shares | 100 | % | 409,923,585 Shares | 100 | % | ||||||
|
|
|
|
|
|
|
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Notes:
| (1) | The calculation is based on the total number of 394,579,585 Shares issued and outstanding as at January 9, 2023 (comprising 83,715,114 Class Y Ordinary Shares and 310,864,471 Class Z Ordinary Shares), without taking into account 5,337,832 Class Z ordinary shares issued and reserved for future issuance upon the exercise or vesting of awards granted under the Company’s share incentive plans. |
| (2) | The calculation is based on the total number of 409,923,585 Shares issued and outstanding immediately following completion of the allotment and issue of the Listing Shares (comprising 83,715,114 Class Y Ordinary Shares and 326,208,471 Class Z Ordinary Shares), without taking into account 5,337,832 Class Z ordinary shares issued and reserved for future issuance upon the exercise or vesting of awards granted under the Company’s share incentive plans. |
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FUNDRAISING DURING THE PAST TWELVE MONTHS
The Company has not conducted any fund-raising activity through the issue of equity securities in the past twelve months immediately before the date of this announcement.
The Company will make further announcement(s) in respect of the Offering as and when appropriate in accordance with the requirements of the Listing Rules.
The Equity Underwriting and Notes Exchange Agreement may be terminated pursuant to the termination provisions contained therein. In addition, completion of the Offering is subject to fulfilment of the conditions thereunder. The Offering may or may not proceed to completion. Shareholders and potential investors are advised to exercise caution when dealing in the Shares or other securities of the Company.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the context requires otherwise.
| “2027 Notes” | the 1.25% convertible senior notes due 2027 issued by the Company | |
| “ADSs” | American Depositary Shares (each representing one Class Z Ordinary Share, par value of US$0.0001 per share) | |
| “April 2026 Notes” | the 1.375% convertible senior notes due April 2026 issued by the Company | |
| “Board” | board of directors of the Company | |
| “China” or “PRC” | the People’s Republic of China, and for the purposes of this announcement only, except where the context requires otherwise, excluding Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan | |
| “Closing Date” | the date, expected to be on or around January 11, 2023, or such later time as the Underwriter and the Company may agree | |
| “Class Y Ordinary Shares” | Class Y ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class Y ordinary share is entitled to 10 votes per Share on any resolution tabled at the Company’s general meeting, subject to Rule 8A.24 of the Listing Rules that requires the Reserved Matters to be voted on a one vote per Share basis | |
| “Class Z Ordinary Shares” | Class Z ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring a holder of a Class Z ordinary share one vote per Share on any resolution tabled at the Company’s general meeting | |
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| “Company”, “we”, “us” or “our” |
Bilibili Inc., a company incorporated in the Cayman Islands on December 23, 2013 as an exempted company and, where the context requires, its subsidiaries and consolidated affiliated entities from time to time | |
| “December 2026 Notes” | the 0.50% convertible senior notes due December 2026 issued by the Company | |
| “Director(s)” | the director(s) of the Company | |
| “Equity Underwriting and Notes Exchange Agreement” |
the Equity Underwriting and Notes Exchange Agreement entered into by the Company and the Underwriter on January 9, 2023 | |
| “Exchange Notes” | an aggregate principal amount of US$384.8 million of the outstanding December 2026 Notes to be exchanged for ADSs under the Equity Underwriting and Notes Exchange Agreement | |
| “General Mandate” | has the meaning ascribed to it under the section headed “General Mandate” of this announcement | |
| “Group” | the Company and its subsidiaries and consolidated affiliated entities from time to time | |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China | |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong | |
| “Independent Third Party(ies)” |
an individual(s) or a company(ies) who or which, as far as the Directors are aware after having made all reasonable enquiries, is/are not a connected person(s) of the Company within the meaning of the Listing Rules | |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time | |
| “Listing Shares” | the Class Z Ordinary Share underlying the ADSs to be issued in connection with the Offering | |
| “Nasdaq” | Nasdaq Global Select Market | |
| “Notes” | the December 2026 Notes | |
| “Notes Exchange” | the exchange of Exchange Notes by the Underwriter for ADSs pursuant to the terms of the Equity Underwriting and Notes Exchange Agreement | |
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| “Notes Purchase” | the agreements to purchase the Exchange Notes by the Underwriter from certain holders of the Notes for the Purchase Price entered into concurrently with the Offering | |||||||||||||||
| “Offering” | the offer of ADSs at the Offer Price to the Placees selected and procured by the Underwriter pursuant to a shelf registration statement on Form F-3 and a prospectus supplement filed with the SEC on January 9, 2023, in the manner which shall constitute placing within the meaning of the Listing Rules | |||||||||||||||
| “Offer Price” | the offer price at which the ADSs subject to the Offering will be offered | |||||||||||||||
| “Placee” | any professional, institutional or other investor whom the Underwriter has selected and procured to subscribe for any of the ADSs pursuant to the Equity Underwriting and Notes Exchange Agreement | |||||||||||||||
| “Prospectus” | the Company’s prospectus published on March 18, 2021 in connection to its offering of shares for subscription by the public in Hong Kong | |||||||||||||||
| “Purchase Price” | the aggregate purchase price in the amount of approximately US$331.2 million to be paid to the holders of the Exchange Notes pursuant to the agreements entered into between the Underwriter and certain holders of the Notes | |||||||||||||||
| “Remaining Proceeds” | the remaining net proceeds of the Offering in the amount of approximately US$68.8 million after deduction of the selling commission under the Equity Underwriting and Notes Exchange Agreement and the Purchase Price paid by the Underwriter to the holders of the Exchange Notes | |||||||||||||||
| “Reserved Matters” | those matters resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to Listing Rule 8A.24, being: (i) any amendment to the Company’s memorandum of association or Articles of Association, including the variation of the rights attached to any class of Shares, (ii) the appointment, election or removal of any independent non-executive Director, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding-up of the Company | |||||||||||||||
| “RMB” | Renminbi, the lawful currency of the PRC | |||||||||||||||
| “SEC” | U.S. Securities and Exchange Commission | |||||||||||||||
| “Share(s)” | the Class Y Ordinary Shares and Class Z Ordinary Shares in the share capital of the Company, as the context so requires | |||||||||||||||
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| “Shareholder(s)” | holder(s) of the Share(s), and where the context requires, ADSs | |||
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited | |||
| “subsidiary” or “subsidiaries” |
has the meaning ascribed to it in the Listing Rules | |||
| “Underwriter” | Goldman Sachs (Asia) L.L.C. | |||
| “U.S.” | the United States of America, its territories, its possessions all and areas subject to its jurisdiction | |||
| “US$” | U.S. dollars, the lawful currency of the U.S. | |||
| “%” | percent | |||
For the purpose of this announcement and for illustrative purpose only, conversions of US$ to HK$ are based on the exchange rate of US$1.00 = HK$7.8498. No representation is made that any amounts in HK$ or US$ can be or could have been converted at the relevant dates at the above rate or at any other rates or at all.
By order of the Board
Bilibili Inc.
Rui Chen
Chairman
Hong Kong, January 9, 2023
As at the date of this announcement, the Board comprises Mr. Rui CHEN as the chairman, Ms. Ni LI and Mr. Yi XU as directors, Mr. JP GAN, Mr. Eric HE, Mr. Feng LI and Mr. Guoqi DING as independent directors.
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