MINISO Group Holding Ltd 6-K, filed Aug 5, 2022
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on August 5, 2022.
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 August 2022
Commission File Number: 001-39601
MINISO Group Holding Limited
8F, M Plaza, No. 109, Pazhou Avenue
Haizhu District, Guangzhou 510000, Guangdong Province
The 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 x 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): ¨
Explanatory Note
We made an announcement dated August 5, 2022 with The Stock Exchange of Hong Kong Limited in relation to the partial exercise by the Joint Global Coordinators, on behalf of the international underwriters, of their option to purchase additional ordinary shares from us, in connection with our global offering and listing of ordinary shares on The Stock Exchange of Hong Kong Limited. For details, please refer to exhibit 99.1 to this current report on Form 6-K.
Safe Harbor Statement
This announcement 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 words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "potential," "continue," or other similar expressions. MINISO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the "SEC"), 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. Statements that are not historical facts, including statements about MINISO's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company's reports filed with, or furnished to the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and MINISO undertakes no obligation to update any forward-looking statement, except as required under applicable law.
Exhibit Index
| Exhibit 99.1 — | Announcement with The Stock Exchange of Hong Kong Limited –– Partial Exercise of the Over-Allotment Option, Stabilizing Actions and End of Stabilization Period |
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.
| MINISO Group Holding Limited | |||
| By | : | /s/ Saiyin Zhang | |
| Name | : | Saiyin Zhang | |
| Title | : | Director and Chief Financial Officer | |
Date: August 5, 2022
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) 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.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Hong Kong prospectus dated Thursday, June 30, 2022 (the “Prospectus”) issued by MINISO Group Holding Limited (the “Company”).
This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). Any public offering of our securities to be made in the United States will be made by means of a prospectus that may be obtained from us and that will contain detailed information about us and our management, as well as financial statements. We have filed our registration statement on Form F-3 with the United States Securities and Exchange Commission in connection with the Global Offering.
MINISO Group Holding Limited
名創優品集團控股有限公司
(A company incorporated in the Cayman Islands with limited liability)
(Stock Code: 9896)
PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION,
STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION
The Company refers to the Prospectus and the allotment results announcement of the Company dated July 12, 2022. On August 5, 2022 (after trading hours), the Joint Global Coordinators, on behalf of the International Underwriters, have partially exercised the Over-allotment Option in respect of an aggregate of 486,200 Shares (the “Over-allotment Shares”), representing approximately 1.18% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option.
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Pursuant to the Stock Borrowing Agreement entered into between Merrill Lynch International and LMX MC Limited, Merrill Lynch International has borrowed 6,165,000 Shares from LMX MC Limited to cover over-allocations in the International Offering. The Over-allotment Shares will be used to facilitate the return to LMX MC Limited of part of the borrowed Shares. The Company will allot and issue the Over-allotment Shares at HK$13.80 per Ordinary Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Hong Kong Stock Exchange trading fee of 0.005% and the FRC transaction levy of 0.00015%), being the International Offer Price.
Approval of Listing
The Listing Committee of the Hong Kong Stock Exchange has granted the approval for the listing of and permission to deal in the Over-allotment Shares. Listing of the Over-allotment Shares on the Main Board of the Hong Kong Stock Exchange will commence at 9:00 a.m.on August 10, 2022.
Total Number of Shares of the Company upon the Partial Exercise of the Over-allotment Option
The Company’s total number of issued and outstanding Shares immediately before and immediately after the completion of the partial exercise of the Over-allotment Option (assuming the total number of issued and outstanding Shares remains unchanged since the Latest Practicable Date, except for the Shares issued pursuant to the Global Offering) is 1,266,666,355 Shares and 1,267,152,555 Shares, respectively.
Use of Proceeds
The Company will receive additional net proceeds of approximately HK$6.4 million for the issue of the Over-allotment Shares, after deducting estimated offering expenses payable by us in relation to the exercise of the Over-allotment Option. The Company intends to apply the additional net proceeds towards the same purposes as set out in the section headed “Future Plans and Use of Proceeds” in the Prospectus.
STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
The Company announces that the stabilization period in connection with the Global Offering ended on August 5, 2022, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.
Merrill Lynch International, as Stabilizing Manager, or any person acting for it during the stabilization period, has undertaken the following stabilizing actions:
| (1) | over-allocations of an aggregate of 6,165,000 Shares in the International Offering, representing 15% of the total number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option); |
| (2) | the borrowing of an aggregate of 6,165,000 Shares from LMX MC Limited pursuant to the Stock Borrowing Agreement to cover over-allocations in the International Offering; and |
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| (3) | successive purchases of an aggregate of 5,678,800 Shares in the price range of HK$11.30 to HK$13.80 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.005% and the FRC transaction levy of 0.00015%) on the market during the stabilization period. The last purchase made by the Stabilizing Manager on the market during the course of the stabilization period was on August 5, 2022 at the price of HK$13.80 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% and the FRC transaction levy of 0.00015%). |
| (4) | the partial exercise of the Over-allotment Option by the Joint Global Coordinators, on behalf of the International Underwriters, on August 5, 2022, in respect of an aggregate of 486,200 Shares, representing approximately 1.18% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, to facilitate the return to LMX MC Limited of part of the borrowed Shares under the Stock Borrowing Agreement which were used to cover over-allocations in the International Offering. |
PUBLIC FLOAT
The Company confirms that immediately following completion of the partial exercise of the Over-allotment Option, the Company will continue to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules.
| By order of the Board | |
| MINISO Group Holding Limited | |
| Mr. YE Guofu | |
| Executive Director and Chairman |
Hong Kong, August 5, 2022
As of the date of this announcement, the board of directors of the Company comprises Mr. YE Guofu, Mr. LI Minxin, Mr. ZHANG Saiyin as executive Directors, Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.
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