SHANGHAI, June 29,
2022 /PRNewswire/ -- Noah Holdings Limited
("Noah" or the "Company") (NYSE: NOAH), a leading and pioneer
wealth management service provider in China offering comprehensive one-stop advisory
services on global investment and asset allocation primarily for
high net worth investors, today announced the launch of its global
offering (the "Global Offering") of an aggregate of 1,100,000 Class
A ordinary shares of the Company. The Global Offering comprises of
a Hong Kong public offering of
initially 110,000 Class A ordinary shares commencing on
June 30, 2022, Hong Kong time (the "Hong Kong Public
Offering") and an international offering of initially 990,000 Class
A ordinary shares commencing today (the "International Offering"),
and listing of Noah's Class A ordinary shares on the Main Board of
The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock
Exchange") under the stock code "6686."
The Company's American depositary shares (the "ADSs"), two of
which representing one Class A ordinary share of the Company, will
continue to be listed and traded on the New York Stock Exchange
("NYSE"). Investors in the Global Offering will only be able to
purchase Class A ordinary shares and will not be able to take
delivery of ADSs. Upon listing in Hong
Kong, the Class A ordinary shares listed on the Hong Kong
Stock Exchange will be fully fungible with the ADSs listed on
NYSE.
The initial number of Class A ordinary shares under each of the
Hong Kong Public Offering and the International Offering represents
approximately 10% and 90% of the total number of Class A ordinary
shares initially available under the Global Offering, respectively,
subject to reallocation and over-allotment. Subject to the level of
oversubscription in the Hong Kong Public Offering and pursuant to
the clawback mechanism as described in the prospectus to be issued
by the Company in Hong Kong dated
June 30, 2022, the total number of
Class A ordinary shares available under the Hong Kong Public
Offering could be adjusted to up to a maximum of 550,000 Class A
ordinary shares, representing approximately 50% of the Class A
ordinary shares initially available under the Global Offering. In
addition, the Company expects to grant the international
underwriters an over-allotment option to require it to allot and
issue up to an additional 165,000 Class A ordinary shares of the
Company in the International Offering, representing approximately
15% of the total number of Class A ordinary shares initially
available under the Global Offering.
The offer price for the Hong Kong Public Offering (the "Hong
Kong Offer Price") will be no more than HK$307.00, or US$39.12, per Class A ordinary share (equivalent
to US$19.56 per ADS) (the "Maximum
Hong Kong Offer Price"). The offer price for the International
Offering tranche of the Global Offering (the "International Offer
Price") may be set higher than, or the same as, the Maximum Hong
Kong Offer Price. The Company will set the International Offer
Price on or about July 6, 2022,
Hong Kong time, by taking into
consideration, among other factors, the closing price of the ADSs
on the NYSE on the last trading day on or before July 6, 2022 and investor demand during the
marketing process. The final Hong Kong Offer Price will be set at
the lower of the final International Offer Price and the Maximum
Hong Kong Offer Price. The shares will be traded in board lots of
20 Class A ordinary shares.
The Company plans to use the net proceeds from the Global
Offering for further developing its wealth management business, for
further developing its asset management business, for selectively
pursuing potential investments, for investing in its in-house
technology across all business lines, for overseas expansion, and
for general corporate purposes. To the extent that the net proceeds
of the Global Offering are not immediately required for the above
purposes or if the Company is unable to put into effect any part of
its plan as intended, the Company will hold such funds in
short-term interest-bearing accounts at authorized licensed
banks.
Goldman Sachs (Asia) L.L.C. is
the sole sponsor and sole representative for the Global Offering.
Goldman Sachs (Asia) L.L.C., BOCI
Asia Limited and DBS Asia Capital Limited are joint global
coordinators, joint bookrunners and joint lead managers for the
Global Offering. Futu Securities International (Hong Kong) Limited is joint bookrunner and
joint lead manager for the Global Offering.
The International Offering is being made only by means of a
preliminary prospectus supplement dated June
29, 2022 and the accompanying prospectus included in an
automatic shelf registration statement on Form F-3 filed with the
U.S. Securities and Exchange Commission (the "SEC") on June 21, 2022, which automatically became
effective upon filing. The registration statement on Form F-3 and
the preliminary prospectus supplement are available at the SEC
website at: http://www.sec.gov.
The proposed Global Offering is subject to market and other
conditions, and there can be no assurance as to whether or when the
Global Offering may be completed, or as to the actual size or terms
of the Global Offering. This press release shall not constitute an
offer to sell or the solicitation of an offer or an invitation to
buy any securities of the Company, nor shall there be any offer or
sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such state or other jurisdiction. This press release does not
constitute a prospectus (including as defined under the laws of
Hong Kong) and potential investors
should read the prospectus of the Company for detailed information
about the Company and the proposed Global Offering, before deciding
whether or not to invest in the Company. This press release has not
been reviewed or approved by The Stock Exchange of Hong Kong
Limited or the Securities and Futures Commission of Hong Kong.
The price of the Class A ordinary shares of the Company may be
stabilized in accordance with the Securities and Futures (Price
Stabilization) Rules. The details of the intended stabilization and
how it will be regulated under the Securities and Futures Ordinance
(Chapter 571 of the laws of Hong
Kong) will be contained in the prospectus of the Company
dated June 30, 2022.
ABOUT NOAH HOLDINGS LIMITED
Noah Holdings Limited (NYSE: NOAH) is a leading and pioneer
wealth management service provider in China offering comprehensive one-stop advisory
services on global investment and asset allocation primarily for
high net worth investors. Noah is a Cayman Islands holding company and carries on
business in Hong Kong as Noah
Holdings Private Wealth and Asset Management Limited.
Noah's wealth management business primarily distributes private
equity, public securities and insurance products denominated in RMB
and other currencies. Noah delivers customized financial solutions
to clients through a network of 1,281 relationship managers across
83 cities in mainland China, and
serves the international investment needs of its clients through
offices in Hong Kong, Taiwan, New
York, Silicon Valley and Singapore. The Company's wealth management
business had 415,082 registered clients as of March 31, 2022. Through Gopher Asset Management,
Noah manages private equity, public securities, real estate,
multi-strategy and other investments denominated in Renminbi and
other currencies. Noah also provides other businesses.
For more information, please visit Noah at
ir.noahgroup.com.
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 terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident" and similar statements. Among
other things, the outlook for 2022 and quotations from management
in this announcement, as well as Noah's strategic and operational
plans, contain forward-looking statements. Noah 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. Statements that are not historical
facts, including statements about Noah's beliefs and expectations,
are forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of factors could cause
Noah's actual results to differ materially from those contained in
any forward-looking statement, including but not limited to the
following: its goals and strategies; its future business
development, financial condition and results of operations; the
expected growth of the wealth management and asset management
market in China and
internationally; its expectations regarding demand for and market
acceptance of the products it distributes; investment risks
associated with investment products distributed to Noah's
investors, including the risk of default by counterparties or loss
of value due to market or business conditions or misconduct by
counterparties; its expectations regarding keeping and
strengthening its relationships with key clients; relevant
government policies and regulations relating to its industries; its
ability to attract and retain qualified employees; its ability to
stay abreast of market trends and technological advances; its plans
to invest in research and development to enhance its product
choices and service offerings; competition in its industries in
China and internationally; general
economic and business conditions in China; and its ability to effectively protect
its intellectual property rights and not to infringe on the
intellectual property rights of others. Further information
regarding these and other risks is included in Noah's filings with
the U.S. Securities and Exchange Commission, including its annual
reports on Form 20-F and other filings with the SEC and the
prospectus registered in Hong
Kong. All information provided in this press release and in
the attachments is as of the date of this press release, and Noah
does not undertake any obligation to update any such information,
including forward-looking statements, as a result of new
information, future events or otherwise, except as required under
the applicable law.
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SOURCE Noah Holdings Limited