GDS (GDS) Launches Hong Kong Initial Public Offering

GDS Holdings Limited (“GDS” or the “Company”) (NASDAQ: GDS), a leading developer and operator of high-performance data centers in China, today announced the launch of its Hong Kong public offering (the “Hong Kong Public Offering”), which forms part of the global offering (the “Offering”) of 160,000,000 new Class A ordinary shares (the “Shares”) and listing of its 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 “9698”.

The Company’s American depositary shares (“ADSs”), each representing eight Class A ordinary shares of the Company, will continue to be listed and traded on the Nasdaq Global Market (“Nasdaq”). Investors in the Offering will only be able to purchase Class A ordinary shares and not ADSs. Upon listing in Hong Kong, the Class A ordinary shares listed on the Hong Kong Stock Exchange will be fully fungible with the Class A ordinary shares represented by ADSs listed on Nasdaq.

The Offering initially comprises 8,000,000 new Shares for the Hong Kong Public Offering and 152,000,000 new Shares for the international offering (the “International Offering”), representing approximately 5.0% and 95.0% of the total number of Shares in the Offering, respectively, subject to re-allocation and over-allotment. Subject to the level of any oversubscription in the Hong Kong Public Offering and pursuant to the alternative clawback mechanism and corresponding conditions as described in the prospectus issued in Hong Kong, the total number of Shares available in the Hong Kong Public Offering could be adjusted to up to a maximum of 32,000,000 new Shares, representing approximately 20% of the total number of Shares initially available in the Offering. In addition, the Company expects to grant the international underwriters an over-allotment option to purchase up to an additional 24,000,000 new Shares in the International Offering, representing no more than 15.0% of the total number of Shares initially available in the Offering.

The offer price for the Hong Kong Public Offering (the “Hong Kong Offer Price”) will be no more than HK$86.00 per share (the “Maximum Offer Price”). The offer price for the International Offering tranche of the Offering (the “International Offer Price”) may be set at a level higher than the Hong Kong Offer Price. The Company is expected to set the International Offer Price by October 27, 2020 Hong Kong time by making reference to, among other factors, the closing price of the ADSs on Nasdaq on the last U.S. trading day on or before October 26, 2020 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 Offer Price of HK$86.00 per share. Shares will be traded in board lots of 100 shares each.

The Company plans to use the net proceeds received from the Offering primarily for expanding its platform of high-performance data centers through strategic sourcing across markets, and innovating and developing new technologies related to data center design, construction and operations, as well as other general corporate purposes.

Fully Electronic Application Process for the Hong Kong Public Offering

GDS has decided to adopt a fully electronic application process for the Hong Kong Public Offering, with no printed copies of prospectuses or application forms. A fully electronic application process is consistent with the way in which the Company’s customers and stakeholders engage and interact with each other and the Company.

As a company that is dedicated to delivering cutting-edge, comprehensive data center solutions that offer high power efficiency, guaranteed uptime, a key market footprint, carrier neutrality, and rigorous operating standards, and that is committed to delivering these solutions in a responsible, transparent manner that drives sustainability and enhances value creation for all its stakeholders, the Company believes the fully electronic application process will also help minimize the environmental impact of the Offering. The prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the Company’s website at investors.gds-services.com.

The Company encourages applicants for the Hong Kong Public Offering to view its prospectus and apply online through the White Form eIPO service at www.eipo.com.hk, or apply through the CCASS EIPO service. The Hong Kong Public Offering will commence at 9:00 a.m. on Wednesday, October 21, 2020 Hong Kong time and will close at 12:00 noon on Tuesday, October 27, 2020 Hong Kong time.

Potential applicants may call the enquiry hotline of Computershare Hong Kong Investor Services Limited if they have any question about making applications for the Hong Kong Offer Shares. The hotline number is +852 2862 8690, and will be open from 9:00 a.m. to 9:00 p.m. on Wednesday, October 21, 2020, Thursday, October 22, 2020 and Friday, October 23, 2020, from 9:00 a.m. to 6:00 p.m. on Saturday, October 24, 2020, Sunday, October 25, 2020 and Monday, October 26, 2020, and from 9:00 a.m. to 12:00 noon on Tuesday, October 27, 2020.

J.P. Morgan, BofA Securities, CICC and Haitong International are the joint sponsors, joint global coordinators, joint bookrunners and joint lead managers for the proposed Offering.

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