TIDMPRTC
RNS Number : 0493R
PureTech Health plc
24 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.
24 June 2015
PureTech Health plc
Admission to Trading on the London Stock Exchange
PureTech Health plc ("PureTech" or the "Company"), a
science-driven healthcare company seeking to solve some of the
toughest health challenges in disruptive ways, announces that,
further to its announcements on 19 June 2015, its entire issued
ordinary share capital of 227,248,008 ordinary shares of one pence
each has today been admitted to the premium listing segment of the
Official List of the UK Listing Authority and to trading on the
London Stock Exchange's main market for listed securities under the
ticker "PRTC".
Total voting rights
In accordance with the Disclosure and Transparency Rules (DTR
5.6), the Company makes the following disclosure with respect to
the share capital and voting rights of the Company. As at 24 June
2015, the share capital of the Company consists of 227,248,008
ordinary shares of one pence each with voting rights ("Shares").
The Company does not hold any shares in treasury. Therefore, the
total number of shares and voting rights in the Company is
227,248,008.
The above figure (227,248,008) may be used by shareholders as
the denominator for the calculations by which they determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure and
Transparency Rules.
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
Notes to Editors
About PureTech
PureTech is a science-driven healthcare company, seeking to
solve some of today's toughest health challenges in disruptive
ways. PureTech generates unconventional ideas, rigorously tests
them, and builds businesses around potentially disruptive solutions
with the aim to address significant unmet healthcare needs.
PureTech has a proactive, theme-driven approach to creating
innovative healthcare solutions, typically rooted in academic
research and vetted by a network of experts with experience across
multiple disciplines. PureTech currently has 12 operating companies
which are actively developing product candidates designed to
address significant markets in healthcare.
PureTech engages and collaborates with leading scientists across
disciplines to source and evaluate a broad range of technologies in
the selected theme to identify, validate and develop high impact
technologies. This established model enables PureTech to take a
broad, solution-agnostic and international view of a significant
number of technologies in a particular theme, allowing PureTech's
evaluation to be driven by a strong science and technology rigour.
PureTech's theme-driven company creation process combines
approaches from disparate fields, which the Directors believe
offers PureTech a competitive advantage as the healthcare landscape
rapidly changes as a result of the convergence of new technologies
and participation by non-healthcare corporate entities.
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 initial public offering of the Company (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 Shares 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 Shares 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 Shares 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 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)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 International Limited ("Jefferies") and Peel Hunt LLP
("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 Shares and, in that
capacity, may retain, purchase, sell, offer to sell or otherwise
deal for their own accounts in such 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 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 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.
In connection with the Offer, Jefferies as stabilising manager
(the "Stabilising Manager"), or any of its agents, may (but will be
under no obligation to), to the extent permitted by applicable law,
over-allot Shares or effect other transactions with a view to
supporting the market price of the Shares at a higher level than
that which might otherwise prevail in the open market. The
Stabilising Manager may, for stabilisation purposes, over-allot
Shares up to a maximum of 15 per cent. of the total number of
Shares comprised in the Offer. The Stabilising Manager will not be
required to enter into such transactions and such transactions may
be effected on any stock, market, over-the-counter market, stock
exchange or otherwise and may be undertaken at any time during the
period commencing on the date of the commencement of conditional
dealings of the Shares on the London Stock Exchange and ending no
later than 30 calendar days thereafter and shall be carried out in
accordance with applicable rules and regulations. However, there
will be no obligation on the Stabilising Manager or any of its
agents to effect stabilising transactions and there is no assurance
that stabilising transactions will be undertaken. Such stabilising
measures, if commenced, may be discontinued at any time without
prior notice. In no event will measures be taken to stabilise the
market price of the Shares above the offer price of 160 pence per
Share. Save as required by law or regulation, neither the
Stabilising Manager nor any of its agents intends to disclose the
extent of any over-allotments made and/or stabilisation
transactions conducted in relation to the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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