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Eversheds Sutherland advises on Hong Kong IPO of leading German healthcare company

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    Eversheds Sutherland advised EuroEyes International Eye Clinic Limited (EuroEyes), a Hamburg-headquartered healthcare company, on its initial public offering and listing of shares on the Main Board of the Hong Kong Stock Exchange (HKEX). EuroEyes is the first German healthcare company to list in Hong Kong, which demonstrates the practice’s capability to handle complex cross-border capital markets transactions.

    The IPO will raise gross proceeds of approximately HK$595.0m (exclusive of the exercise of the over-allotment option). This amount will increase to approximately HK$684.3m (when the over-allotment option is exercised in full) following the listing on 15 October 2019. The international private placement and Hong Kong public offering were favourably received by investors with the Hong Kong public offering being significantly over-subscribed by 42.72 times.

    Established in 1993, EuroEyes is a market leader in the vision correction industry, particularly in lens exchange surgery and refractive laser surgery. The company currently operates a number of clinics in Germany, Denmark and China. EuroEyes was the first foreign entrant in the China vision correction services market, when it opened a clinic in Shanghai in 2013. This was followed by further clinics in Beijing, Guangzhou, Shenzhen and Hangzhou.

    EuroEyes will use the funds raised from the initial public offering to establish more clinics in major cities across China, with the first two scheduled to open in Chengdu and Chongqing in 2020. The group announced plans to establish up to three clinics each year in Tier 1 and Tier 2 cities throughout China. With a growing middle class and an ageing population, the Chinese market has significant growth potential for health care providers such as EuroEyes.

    Under the current requirements of the HKEX, the shares of a German publicly limited company are not permitted to be directly listed on the HKEX, only AG depository receipts can be listed. To meet the requirements for a primary listing of EuroEyes on the HKEX, the Eversheds Sutherland teams in Hong Kong and Germany managed a major corporate restructure. The German holding company became a wholly-owned subsidiary of a new Cayman Islands-registered company. As part of the restructure, a German limited partnership became an intermediate business entity within the listed group, the first time this has been used for a Hong Kong listed company.

    Stephen Mok, Head of Corporate, Asia and Senior Partner, Hong Kong, commented:

    “Eversheds Sutherland’s Hong Kong team has one of the leading capital markets practices in Greater China and we are proud to have led the EuroEyes IPO. The successful listing is a fitting way to celebrate the office’s 10th year anniversary in Hong Kong.

    All four of our capital markets partners in Hong Kong are fully tri-lingual, and they are supported by over 20 Of Counsel and other fee-earners. We combine this “depth of bench” with decades of experience in advising international and Chinese issuers, sponsors, underwriters and other financial advisers on listings, placements and other complex corporate actions. On behalf of the team I would like to thank EuroEyes and BOCI.”

    Dickson Ng, Partner, Hong Kong, led the Hong Kong team, also commented:

    “The EuroEyes listing is a significant step in the expansion of the Hong Kong market. This was a highly complex transaction which involved multiple specialisms and demonstrate our firm’s ability to provide practical and innovative solutions to address the client’s objective. A number of European-based companies are now considering a primary or secondary listing in Hong Kong, which continues to be the leading IPO market in the world. A listing in Hong Kong would give these organisations access to the growing investor market in China.”

    Dr. Alexander Honrath, Head of Capital Markets Germany and Partner, Munich, led the German team, added:

    “This was a complicated, and lengthy, transaction. The EuroEyes reorganisation was highly technical and required a large team of experienced lawyers in both Germany and Hong Kong. Given the global nature of the transaction these lawyers also needed project management skills.

    I am honoured to have led our team and to have advised a German based company on this ground-breaking listing.”

    The Hong Kong Corporate team was made up of Head of Corporate, Asia and Senior Partner Stephen Mok, Partner Dickson Ng, Consultant Joyce Bao, Senior Associate Kenny Cheung, Associates Alvin So and Dennis Ng, Legal Manager Benjamin Cheung and Trainee Solicitors Lilian Lai, Loretta Lo and Maggie Lee.

    The Eversheds Sutherland team in Germany comprised of Head of Capital Markets Germany and Partner Alexander Honrath (Munich), Counsel Dietrich Wagner (capital markets, Hamburg), Partner Sebastian Zeeck, (corporate, Hamburg), Counsel Anthony Cross (corporate, Munich), Associate Stephan von Harder (corporate, Hamburg), Counsel Daniel Graewe (corporate, Hamburg), Partner Stefan Diemer and Counsel Jörg Käßner (both tax, Munich), Partner Rolf Kowanz and Counsel Merle Templin (both employment, Hamburg), Partner Tobias Maier and Senior Associate Magdalena Anna Kotyrba (both healthcare, Munich).

    BOCI Asia Limited was the Sole Sponsor and Sole Global Coordinator. The Joint Bookrunners and Joint Lead Managers were BOCI Asia Limited, China Securities (International) Corporate Finance Company Limited and Fosun Hani Securities Limited. Other legal advisers include: Harney Westwood & Riegels – Cayman Islands legal adviser to the issuer; Lundgrens Law Firm A/S – Danish legal adviser to the issuer; Seufert Rechtsanwälte Partnerschaft mbB – German legal adviser to the issuer on specific medical matters; Tian Yuan Law Firm – PRC legal adviser to the issuer; Norton Rose Fulbright - Hong Kong and German legal adviser to the sole sponsor; and Commerce & Finance Law Office – PRC legal adviser to the sole sponsor.

    This information is for guidance purposes only and should not be regarded as a substitute for taking legal advice. Please refer to the full terms and conditions on our website.

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