THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED
STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR
IMMEDIATE RELEASE
13 February 2024
RTW Biotech Opportunities Ltd
("RTW Bio" or the "Company")
Completion of
Acquisition
The Board and Management of RTW Bio is pleased
to announce the completion of the recommended all-share acquisition
of Arix Bioscience plc's ("Arix") effected through a scheme of
reconstruction and the voluntary winding-up of Arix under section
110 of the Insolvency Act 1986 (the "Scheme").
Under the terms of the Scheme, RTW Bio has now
issued 181,901,165 new ordinary shares of no par value in the
capital of RTW Bio (the "New RTW
Bio Shares") to the Liquidators, who have renounced them in
favour of eligible Arix shareholders, to satisfy the consideration
due under the terms of the Scheme.
The New RTW Bio Shares include 48,322,863 New
RTW Bio Shares issued to RTW Biotech Opportunities Operating Ltd
("RTW Op Co") in respect of
its shareholding in Arix. It is expected that the New RTW Bio
Shares held by RTW Op Co will be cancelled at the next RTW Bio
annual general meeting for nil consideration (the "Share Cancellation"). In the meantime,
RTW Op Co has (i) undertaken not to sell or otherwise transfer its
interest in its New RTW Bio Shares nor to exercise the voting
rights attached to such New RTW Bio Shares, and (ii) renounced all
rights attached to the New RTW Bio Shares to receive any dividend
or distribution or any other distribution of assets on a winding up
of RTW Bio. The dividends received per share, earnings per share
and NAV per share in RTW Bio for shareholders of RTW (other than
RTW Op Co) will not be affected by the shares in RTW Bio held by
RTW Op Co.
The figure of
342,713,649 will be used as the denominator of RTW Bio for
calculating NAV per share (which represents the issued share
capital of RTW Bio less RTW Op Co's holding).
Commenting on the completion of the
acquisition, Roderick Wong, M.D., Managing Partner and Chief
Investment Officer of RTW, stated:
"Completing the acquisition of Arix's complementary life science assets represents the start of an
exciting journey and acts as a key accelerator to achieving our
vision for RTW Bio to be a UK-listed fund with meaningful scale
that invests in innovative life science businesses in the UK and
globally. This transaction comes at a critical point, aligned with
accelerating medical innovation and supportive life science market
conditions."
William Simpson, Chairman of
the Board of RTW said:
"I
am delighted to welcome Arix shareholders to the RTW Bio
shareholder registry. The combination has compelling strategic
rationale which is expected to generate future growth opportunities
for all shareholders. The transaction represents an exciting
opportunity to build upon our strong foundation by adding capital
and scale to our best-in-class platform".
Admission of New RTW Bio Shares
RTW Bio also confirms, that
admission of the 181,901,165 New RTW Bio Shares to the premium
segment of the Official List and to trading on London Stock
Exchange's Main Market took place this morning at 8:00 a.m.
("Admission").
Following Admission, RTW Bio
confirms that its share capital consists of 394,290,303 ordinary shares of no par value, which
carry one vote each. RTW Bio holds 3,253,791 ordinary shares in
treasury. Therefore, the total number of voting rights in RTW Bio
on 13 February 2024 is 391,036,512. This figure of 391,036,512
should be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, RTW Bio
under the FCA's Disclosure Guidance and Transparency
Rules.
Enquiries:
RTW
Biotech Opportunities
Ltd
|
+44 20 7959
6361
|
Woody Stileman
|
ir@rtwfunds.com
|
|
|
BofA
Securities (Sole Financial Adviser, Sponsor & Joint Corporate
Broker to RTW Bio)
|
+44 20 7628
1000
|
Ed Peel
James Machin
Alex Penney
|
|
|
|
Deutsche Numis
(Joint Corporate Broker to RTW Bio)
|
+44 20 7260
1000
|
Freddie Barnfield
Nathan Brown
Euan Brown
|
|
|
|
Buchanan (PR &
Communications adviser to RTW Bio)
|
+44 20 7466
5107
|
Charles Ryland
Henry Wilson
George Beale
|
|
|
|
Cadarn
Capital
|
+44 7368
88321
|
David Harris
|
|
Important
information
Merrill Lynch
International ("BofA
Securities"), which is authorised by the Prudential
Regulation Authority ("PRA") and regulated by the Financial
Conduct Authority ("FCA")
and the PRA in the United Kingdom, is acting exclusively for
RTW Bio and for no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than RTW Bio for providing the protections afforded to its clients
or for providing advice in relation to the matters referred to in
this announcement. Neither BofA Securities, nor any of its
affiliates, owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of BofA Securities in connection with this announcement,
any statement contained herein or otherwise, or any transaction or
arrangement referred to herein.
Numis Securities Limited (which
is trading for these purposes as Deutsche Numis) ("Deutsche Numis"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting as corporate broker exclusively for RTW Bio and
for no one else and will not be responsible to anyone other than
RTW Bio for providing the protections afforded to its clients or
for providing advice in relation to the matters referred to in this
announcement. Neither Deutsche Numis, nor any of its affiliates,
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Deutsche
Numis in connection with this announcement, any statement contained
herein or otherwise, or any transaction or arrangement referred to
herein.
Notice to US Shareholders in
Arix
This announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This announcement is not an offer of
securities for sale into the United States. The securities referred
to herein have not been and will not be registered under the U.S.
Securities of 1933, as amended (the "Securities Act"), any state
securities laws or the securities laws of any other
jurisdiction and may not be offered or sold in the United
States or to any "U.S. persons" (as defined in Rule 902 under
the Securities Act), except pursuant to an applicable exemption
from registration. No public offering of securities is being made
in the United States.
The New RTW Bio Shares
have been offered and sold for investment purposes only in the
United States or to U.S. Persons (as such terms are defined in Rule
902 of Regulation S promulgated under the Securities Act) under the
exemption from registration provided by Section 4(a)(2) of the
Securities Act and/or Regulation D promulgated thereunder and in
compliance with the applicable securities laws of each state or
other jurisdiction in which the offering was made. Each
investor that is within the United States or that is a U.S. Person
(as such term is defined in Rule 902 of Regulation S promulgated
under the Securities Act) must be both (i) an "accredited investor"
as defined in Rule 501(a) of Regulation D of the Securities Act and
(ii) a (A) "qualified purchaser" as the term is defined under
Section 2(a)(51) of the U.S. Investment Company Act of 1940, as
amended (the "1940 Act") and the rules and regulations promulgated
thereunder or (B) a "knowledgeable employee" as such term is
defined in Rule 3c-5(a)(4) promulgated under the 1940 Act.
New RTW Bio Shares have been offered and sold outside of the
United States to investors that are not U.S. Persons in accordance
with Regulation S under the Securities Act.
RTW Bio is not registered, and does
not intend to be subject to registration, as an investment company
under the 1940 Act in reliance upon one or more exclusions or
exemptions from registration thereunder. U.S. Shareholders of
Arix were requested to execute an investor letter ("AI/QP Investor
Letter") appended to the Prospectus. The AI/QP Investor Letter
contains representations and restrictions on transfer designed to
assure that the conditions of such exclusions or exemptions will be
met. Investors in RTW Bio will therefore not receive the
protections afforded by the 1940 Act to investors in a registered
investment company. RTW Bio has not and will not make a
public offering of the New RTW Bio Shares to satisfy the
exclusion from registration as an investment company under the 1940
Act. If RTW Bio is deemed to be an investment company and
therefore is required to register under the 1940 Act, such
requirement could prohibit RTW Bio from operating in its intended
manner and could have a material adverse effect on RTW
Bio.
The New RTW Bio Shares are
subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Securities
Act, the 1940 Act and any applicable state and other securities
laws, pursuant to registration or an exclusion or exemption
therefrom. The transferability of the New RTW Bio
Shares are further restricted by the terms of the AI/QP Investor
Letter, and any re-offer or resale of any New RTW Bio Shares
in the United States or to U.S. Persons may constitute a violation
of U.S. law. U.S. Shareholders of Arix should be aware that
they may be required to bear the financial risks of any investment
in RTW Bio for an indefinite period of time. RTW Bio reserves
the right to refuse to accept any subscriptions, resales or other
transfers of New RTW Bio Shares to U.S. Persons or to any person,
including on the basis that doing so would risk RTW Bio's loss of
an exclusion or exemption under U.S. securities laws (e.g., the
Securities Act and the 1940 Act). RTW Bio further reserves the
right to require the transfer or redemption of New RTW Bio
Shares held by any person for any reason, including circumstances
that may prejudice the tax status of RTW Bio, may cause RTW Bio to
be in violation of the Securities Act, the 1940 Act or any
applicable state securities act or may cause RTW Bio to suffer any
pecuniary, fiscal or administrative disadvantage which may be
unlawful or detrimental to the interests or well-being of RTW
Bio.