SINGAPORE, March 1, 2019 /PRNewswire/ -- Sea Limited (SE) ("Sea" or the "Company") today announced that it proposes to offer 50,000,000 American Depositary Shares ("ADS"), each representing one Class A ordinary share of the Company, in an underwritten public offering. All of the ADSs to be sold in the offering will be offered by Sea. Sea intends to grant to the underwriters a 30-day option to purchase up to an additional 7,500,000 ADSs on the same terms and conditions.
Tencent Holdings Limited, one of Sea's principal shareholders, has indicated an interest in purchasing US$50 million of the ADSs in this offering at the public offering price and on the same terms as the other ADSs being offered. Sea and the underwriters are currently under no obligation to sell ADSs to Tencent Holdings Limited.
The Company expects to use the net proceeds from this offering for business expansion and other general corporate purposes.
Goldman Sachs (Asia) L.L.C. and Morgan Stanley & Co. LLC are acting as joint bookrunners and China International Capital Corporation Hong Kong Securities Limited is acting as a co-manager for the proposed offering.
The offering will be made pursuant to a shelf registration statement on Form F-3ASR, which became automatically effective upon filing with the U.S. Securities and Exchange Commission ("SEC") on March 1, 2019, New York City time. A preliminary prospectus supplement related to the proposed ADS offering has been filed with the SEC. The registration statement on Form F-3ASR and the preliminary prospectus supplement are available at the SEC website at: http://www.sec.gov. Copies of the registration statement on Form F-3ASR, the preliminary prospectus supplement and the accompanying prospectus may be obtained from Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attn: Prospectus Department, by telephone at 212-902-1171, or Morgan Stanley & Co. LLC, 180 Varick Street, New York, NY, 10014, Attn: Prospectus Department, by telephone at 1-866-718-1649, or by e-mail at firstname.lastname@example.org.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This press release contains information about a proposed offering of ADSs, and there can be no assurance that an offering will be completed.
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About Sea Limited
Sea's mission is to better the lives of the consumers and small businesses of our region with technology. Our region includes the key markets of Indonesia, Taiwan, Vietnam, Thailand, the Philippines, Malaysia and Singapore. Sea operates three platforms across digital entertainment, e-commerce, and digital financial services, known as Garena, Shopee, and AirPay, respectively.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 "may," "will," "expect," "anticipate," "future," "intend," "plan," "believe," "estimate," "is/are likely to," "confident" or other similar statements. Sea 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. All information provided in this press release is as of the date of the issuance, and the Company assumes no obligation to update the forward-looking statements in this press release and elsewhere except as required under applicable law. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. Further information regarding these and other risks is included in Sea's annual report on Form 20-F for the fiscal year ended December 31, 2018 and other filings with the Securities and Exchange Commission.