PureTech Health plc Stabilisation Notice (6523Q)
June 19 2015 - 2:01AM
UK Regulatory
TIDMPRTC
RNS Number : 6523Q
PureTech Health plc
19 June 2015
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO, OR WITHIN THE UNITED STATES
OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR IN TO ANY
OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION
WOULD BE UNLAWFUL
PURETECH HEALTH PLC
Stabilisation Notice
19 June 2015
Jefferies International Limited (contact: Lee Morton; telephone:
+44 (0)20 7029 8753, Luca Erpici; telephone: +44 (0)20 7029 8415)
hereby gives notice that it, and its affiliates, may stabilise the
offer of the following securities in accordance with Commission
Regulation (EC) No. 2273/2003 implementing the Market Abuse
Directive (2003/6/EC).
The securities:
Issuer: PureTech Health plc
Shares: Ordinary Shares of one pence each in the capital
of PureTech Health plc (ISIN: GB00BY2Z0H74)
Offering size: 67,599,621 new Ordinary Shares
Offer price: 160 pence per Share
Stabilisation:
Stabilising Manager: Jefferies International Limited, Vintners Place,
68 Upper Thames Street, London EC4V 3BJ
Stabilisation period 8:00am on 19 June 2015
expected to start
on:
Stabilisation period 17 July 2015
expected to end
no later than:
Maximum size of 10,139,943 Ordinary Shares
over-allotment facility:
Over-allotment Option:
Terms: PureTech Health plc has granted to Jefferies
International Limited, in its capacity as stabilising
manager, the option to acquire up to an additional
10,139,943 Ordinary Shares (representing 15
per cent. of the new Ordinary Shares to be
issued by PureTech Health plc in the offering)
Duration: This option may be exercised by the Stabilising
Manager in whole or in one or more parts, on
one or more occasions at any time from 19 June
2015 to 17 July 2015
In connection with the offer of the above securities, the
Stabilising Manager may over-allot the securities or effect
transactions with a view to supporting, stabilising or maintaining
the market price of the securities at a level higher than that
which might otherwise prevail in the open market. However, there is
no assurance that the Stabilising Manager will take any
stabilisation action and any stabilisation action, if begun, may be
ended at any time without prior notice. Any stabilisation action
shall be carried out in accordance with all applicable rules and
regulations.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
This announcement and copies of this announcement are not being
made and may not be distributed, published, or sent, directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, South Africa or Japan or to any persons in any
of those jurisdictions or any other jurisdictions where to do so
would be unlawful or would require registration or other
measures.
The Offer and the distribution of this announcement and other
information in connection with the listing and Offer in certain
jurisdictions may be restricted by law and persons into whose
possession this announcement, any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not and does not constitute, or form part
of, an offer to sell, or a solicitation of an offer to purchase any
securities in the United States, Australia, Canada, Japan, South
Africa or any other jurisdiction where such an offer would be
unlawful.
The Securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"US Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be
offered, sold, pledged or otherwise transferred within the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act and in compliance with any applicable laws of any state or
other jurisdiction of the United States. The securities are being
offered and sold outside the United States in offshore transactions
as defined in, and in compliance with, Regulation S under the US
Securities Act. The Company does not intend to register any part of
the Offer in the United States and there will be no public offering
of securities in the United States.
The Securities have not been and will not be registered under
the applicable securities laws of Canada, Japan, South Africa or
Australia and may not be offered or sold in Canada, Japan, South
Africa or Australia except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
applicable securities laws. There will be no public offering of
securities in Canada, Japan, South Africa or Australia.
This announcement is only addressed to, and directed at, persons
in member states of the European Economic Area who are "qualified
investors" within the meaning of Article 2(1)(e) of the Prospectus
Directive ("Qualified Investors"). For the purposes of this
provision, the expression "Prospectus Directive" means Directive
2003/71/EC (as amended) and includes any relevant implementing
measure in each member state of the European Economic Area which
has implemented the Prospectus Directive. In addition, in the
United Kingdom, this announcement is being distributed only to, and
is directed only at, Qualified Investors (i) who have professional
experience in matters relating to investments who fall within the
definition of "investment professional" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), or (ii) who are high net worth
companies, unincorporated associations and partnerships and
trustees of high value trusts or other persons to whom it may
otherwise lawfully be communicated falling within Article
49(2)(a)-(d) of the Order, (all such persons together being
referred to as "relevant persons"). Any investment or investment
activity to which this announcement relates is available only to
and will only be engaged in with such persons. This announcement
must not be acted on or relied on (i) in the United Kingdom, by
persons who are not relevant persons; and (ii) in any member state
of the European Economic Area other than the United Kingdom, by
persons who are not Qualified Investors.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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