TIDMPRTC
RNS Number : 7204Q
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, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR IN TO ANY OTHER
JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD
BE UNLAWFUL.
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any shares referred
to in this announcement except on the basis of information in the
prospectus (the "Prospectus") published by PureTech Health plc (the
"Company" or "PureTech") in connection with the proposed admission
of its ordinary shares to the premium listing segment of the
Official List of the Financial Conduct Authority and to trading on
the main market for listed securities of the London Stock Exchange
plc. Copies of the Prospectus will shortly be available for
inspection on the Company's website at www.puretechhealth.com,
subject to applicable securities laws, and from the Company's
registered office at 5th Floor, 6 St Andrew Street, London, EC4A
3AE, United Kingdom.
19 June 2015
PureTech Health plc
Publication of Prospectus
Further to the pricing announcement published earlier today in
connection with the initial public offering ("IPO" or "Offer") of
PureTech Health plc (the "Company" or "PureTech" and, together with
its subsidiaries, the "Group"), PureTech confirms that its
prospectus dated 19 June 2015 (the "Prospectus") has been approved
by the UK Listing Authority.
The Prospectus relates to the admission of the Company's
Ordinary shares to the premium listing segment of the Official List
of the UK Listing Authority and to trading on the main market for
listed securities of the London Stock Exchange.
Copies of the Prospectus will shortly be available on the
Company's website at http://puretechhealth.com/, subject to
applicable securities laws, and free of charge during normal
business hours at the registered office of the Company, 5th Floor,
6 St Andrew Street, London, EC4A 3AE, United Kingdom.
The Prospectus has also been submitted to the National Storage
Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
Enquiries:
PureTech
Daphne Zohar, Chief Executive Officer
Stephen Muniz, Executive Vice President, Legal,
Finance and Operations +1 617 456 0032
Jefferies International Limited (Global Coordinator,
Sole Sponsor and Joint Bookrunner)
Simon Hardy
Graham Hertrich
Lee Morton
Gil Bar-Nahum +44 (0) 20 7029
Christopher Binks 8000
Peel Hunt LLP (Joint Bookrunner)
Clare Terlouw
Jock Maxwell Macdonald +44 (0) 20 7418
Oliver Jackson 8900
FTI Consulting (Communications adviser to PureTech)
Ben Atwell +44 (0) 20 3727
Matthew Cole 1000
Important notice
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 or
subscribe for 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.
Any subscription of Offer Shares in the proposed Offer should be
made solely on the basis of the information contained in the
Prospectus. No reliance may or should be placed by any person for
any purpose whatsoever on the information and opinions contained in
this announcement or on its completeness, accuracy or fairness (or
whether any information has been omitted from the announcement).
The information in this announcement is subject to change and does
not purport to be full or complete. Neither PureTech, Jefferies
International Limited ("Jefferies") nor Peel Hunt LLP ("Peel Hunt")
undertake to provide the recipient of this announcement with any
additional information, or to update this announcement or to
correct any inaccuracies, and the distribution of this announcement
shall not be deemed to be any form of commitment on the part of
PureTech to proceed with the Offer or any transaction or
arrangement referred to herein. This announcement has not been
approved by any competent regulatory authority.
This announcement does not constitute a recommendation
concerning the Offer. The price and value of securities can go down
as well as up. Past performance is not a guide to future
performance. Information in this announcement or any of the
documents relating to the Offer cannot be relied upon as a guide to
future performance. Potential investors should consult a
professional advisor as to the suitability of the Offer for the
person concerned.
Jefferies and Peel Hunt, which are each authorised and regulated
in the United Kingdom by the Financial Conduct Authority, are
acting exclusively for PureTech and no one else in connection with
the Offer, and will not regard any other person as their respective
client in relation to the Offer, and will not be responsible to
anyone other than PureTech for providing the protections afforded
to their clients or for giving advice in relation to the Offer or
the contents of this announcement or any transaction, arrangement
or other matter referred to herein.
In connection with the Offer, Jefferies, Peel Hunt or any of
their respective affiliates, acting as investors for their own
accounts, may subscribe for or purchase Ordinary Shares and, in
that capacity, may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Ordinary Shares and
other securities of PureTech or related investments in connection
with the Offer or otherwise. Accordingly, references in the
Prospectus, once published, to the Ordinary Shares being issued,
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue, or offer to, or subscription,
placing or dealing by, Jefferies, Peel Hunt or any of their
affiliates acting as investors for their own accounts. Neither
Jefferies, Peel Hunt nor any of their respective affiliates intend
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Jefferies or Peel Hunt by the FSMA or the
regulatory regime established thereunder, neither Jefferies, Peel
Hunt nor any of their respective affiliates or any of their
respective directors, officers, employees, advisers or any other
person accepts any responsibility or liability whatsoever and makes
no representation or warranty, express or implied, in relation to
the contents of this announcement, including its truth, accuracy,
completeness or fairness (or whether any information has been
omitted from the announcement) or any other information relating to
the Group made or purported to be made by it, or on behalf of it
(or any of its operating company undertakings or affiliates or any
of their respective directors, officers, employees or advisers),
the Company, the Directors or any other person, in connection with
the Company, the Ordinary Shares or the Offer, whether written,
oral or in visual or electronic form and howsoever transmitted or
made available, and nothing in this announcement or any such other
information shall be relied upon as a promise or representation in
this respect, whether as to the past or the future. Jefferies and
Peel Hunt accordingly disclaims to the fullest extent permitted by
law, all and any liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above), which they might
otherwise have in respect of this announcement or any such other
information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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