SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

December 3, 2019

 

Commission File Number: 001-36614

 

Alibaba Group Holding Limited

(Registrant’s name)

 

c/o Alibaba Group Services Limited

26/F Tower One, Times Square

1 Matheson Street

Causeway Bay

Hong Kong

(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 o

 

Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 


 

EXPLANATORY NOTE

 

We made an announcement dated December 3, 2019 with The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) in relation to the exercise in full by the Joint Representatives, 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 Hong Kong Stock Exchange. For details, please refer to exhibit 99.1 to this current report on Form 6-K.

 

Safe Harbor Statements

 

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,” “potential,” “continue,” “ongoing,” “targets,” “guidance” and similar statements. Statements that are not historical facts, including statements about the allotment and issuance of ordinary shares and additional net proceeds, are or contain 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. There can be no guarantee that the allotment and issuance of ordinary shares will be completed as planned, or that the expected benefits from the additional net proceeds will be achieved. You should consider the risk factors included in the registration statement (including any documents incorporated by reference), prospectus and prospectus supplements that have been filed with the U.S. Securities and Exchange Commission. All information provided in this announcement is as of the date of this announcement and are based on assumptions that we believe to be reasonable as of this date, and we do not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

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EXHIBITS

 

Exhibit 99.1 — Announcement — Full Exercise of the Over-allotment Option

 

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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.

 

 

ALIBABA GROUP HOLDING LIMITED

 

 

 

Date: December 3, 2019

By:

/s/ Timothy A. STEINERT

 

Name:

Timothy A. STEINERT

 

Title:

Chief Financial Officer

 

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Exhibit 99.1

 

 

 

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company 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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

 

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. 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 from time to time (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 a shelf registration statement on Form F-3ASR and a final prospectus supplement with the United States Securities and Exchange Commission in connection with the Global Offering.

 

Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Hong Kong prospectus dated November 15, 2019 (the “Prospectus”) issued by Alibaba Group Holding Limited.

 

We have one class of Shares, and each holder of our Shares is entitled to one vote per Share. As the Alibaba Partnership’s director nomination rights are categorized as a weighted voting rights structure, (the “WVR structure”), under the Hong Kong Listing Rules, we are deemed as a company with a WVR structure. Prospective investors should be aware of the potential risks of investing in a company with a WVR structure. For further information about the risks associated with our WVR structure, see the section headed “Risk Factors – Risks Related to Our Corporate Structure” in the Prospectus. Prospective investors should make the decision to invest in us only after due and careful consideration.

 

 

 

 

Alibaba Group Holding Limited

 

(Incorporated in the Cayman Islands with limited liability)

 

(Stock Code: 9988)

 

FULL EXERCISE OF THE OVER-ALLOTMENT OPTION

 

We refer to the Prospectus and the allotment results announcement dated November 25, 2019. The Joint Representatives, on behalf of the International Underwriters, on December 3, 2019 have fully exercised the Over-allotment Option, in respect of an aggregate of 75,000,000 Shares (the “Over-allotment Shares”), representing 15% 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 Credit Suisse and PCIP I, Credit Suisse has borrowed 75,000,000 Shares from PCIP I to cover over-allocations in the International Offering. The Over-allotment Shares will be used to facilitate the return in full to PCIP I of the 75,000,000 borrowed Shares.

 

We will allot and issue the Over-allotment Shares at HK$176.00 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%), 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 and dealings in the Over-allotment Shares are expected to commence on the Main Board of the Hong Kong Stock Exchange at 9:00 a.m. on December 6, 2019.

 

Our Total Number of Issued Shares upon the Full Exercise of the Over-Allotment Option

 

Our total number of issued Shares immediately before and immediately after the completion of the full exercise of the Over-allotment Option (assuming the total number of issued Shares remains unchanged since the Latest Practicable Date, except for the Shares issued following the completion of the Global Offering) is 21,386,784,264 Shares and 21,461,784,264 Shares, respectively.

 

Use of Proceeds

 

We will receive additional net proceeds of approximately HK$13,166 million for the issue of the Over-allotment Shares, after deducting the commissions and other offering expenses payable by us in relation to the exercise of the Over-allotment Option. We intend to apply the additional net proceeds for the same purposes as set out in the section headed “Use of Proceeds” in the Prospectus.

 

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We will make a further announcement after the end of the stabilization period in connection with the Global Offering pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

 

 

By order of the Board

 

Alibaba Group Holding Limited

 

Timothy A. STEINERT

 

Secretary

 

Hong Kong, December 3, 2019

 

As at the date of this announcement, our board of directors comprises Mr. Daniel Yong ZHANG as the chairman, Mr. Jack Yun MA, Mr. Joseph C. TSAI, Mr. J. Michael EVANS, Mr. Eric Xiandong JING and Mr. Masayoshi SON as the directors, and Mr. Chee Hwa TUNG, Mr. Walter Teh Ming KWAUK, Mr. Jerry YANG, Mr. E. Börje EKHOLM and Ms. Wan Ling MARTELLO as the independent directors.

 

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