TIDMPRTC
RNS Number : 5227H
PureTech Health PLC
13 March 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION IS UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR").
13 March 2018
PureTech Health plc
(the "Company" or "PureTech Health" and, together with its
subsidiaries, the "Group")
Results of Placing
PureTech Health successfully raises $100 million
PureTech Health (LSE:PRTC) is pleased to announce that it has
successfully raised gross proceeds of $100 million (approximately
GBP72 million) through its placing launched yesterday, 12 March
2018 (the "Placing").
Jefferies International Limited ("Jefferies") acted as Sponsor,
corporate broker and, together with Peel Hunt LLP, joint bookrunner
("Peel Hunt", and together with Jefferies, the "Bookrunners") in
respect of the Placing.
Daphne Zohar, Chief Executive Officer and Co-founder of PureTech
Health plc, commented:
"We have made exciting progress at PureTech Health since our
IPO, including positive pivotal trial results from two affiliates
that are now filing for regulatory approvals; the recent successful
NASDAQ IPO of one of our affiliates; and the progression of our
clinical pipeline with multiple proof-of-concept readouts and
validating partnerships and investments. The proceeds from today's
Placing will enable PureTech Health to continue delivering on our
promise to patients of advancing novel medicines that target
serious disease, and our commitment to shareholders to convert our
excellent progress into significant growth and value
realisation.
PureTech Health is now well-positioned to advance several
catalysts in the near-term. The proceeds from this raise will be
used to participate in the growth of our late-stage affiliates
through their next value-driving milestones and potentially
monetisation events; develop one or more novel internally-funded
clinical-stage assets to Phase 2/3 status; and advance two or more
of our internally-funded, lymphatic-biology focused programmes to
the clinic.
We are confident that our entrepreneurial and flexible structure
will continue to yield successes in the years to come, and we are
grateful for the tremendous support from a broad group of existing
as well as new investors in this Placing, and most importantly, for
sharing our vision of building a new kind of biopharmaceutical
company positioned to deliver novel categories of medicine to
patients."
Placing Shares
The Company has conditionally placed through the Placing a total
of 45,000,000 new ordinary shares in the Company (the "Placing
Shares") with new and existing investors representing approximately
19.0 per cent. of the Company's existing issued ordinary share
capital at a price of 160 pence per Placing Share (the "Placing
Price"). The Placing Price represents a discount of approximately
3.0 per cent. to the closing price on 12 March 2018.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
in the capital of the Company ("Ordinary Shares") including the
right to receive all dividends and other distributions declared,
made or paid after the date of issue of the Placing Shares.
Admission
Applications will be made for admission of the Placing Shares to
the premium listing segment of the Official List of the Financial
Conduct Authority (the "FCA") and to trading on the main market for
listed securities of the London Stock Exchange plc (together,
"Admission"). Subject to the Resolutions (as defined below) being
passed and the other conditions to the Placing are satisfied, it is
expected that dealings in the Placing Shares will commence at 8.00
a.m. (London time) on 4 April 2018.
General Meeting
The Placing is conditional, inter alia, on Shareholder approval
to grant the Directors authority to allot and issue the Placing
Shares as if the applicable statutory pre-emption rights did not
apply (the "Allotment Resolutions") and to approve the expected
Related Party Transaction (the "Related Party Resolution" and
together with the Allotment Resolutions, the "Resolutions").
Approval of the Resolutions will be sought at a General Meeting to
be convened at the offices of DLA Piper UK LLP at 3 Noble Street,
London, EC2V 7EE on Tuesday 3 April 2018 at 3.00 p.m., notice of
which will be set out in the Circular which is expected to be
published later today, 13 March 2018. The Circular will, following
publication, be sent to the Shareholders and made available on the
Company's website, www.puretechhealth.com.
Related party transaction
Invesco Asset Management Limited, acting as agent for its
discretionary managed clients, ("Invesco") is a Related Party for
the purposes of Chapter 11 of the Listing Rules by virtue of it
being entitled to exercise more than 10 per cent. of the votes to
be cast at general meetings of the Company, and is therefore a
substantial Shareholder of the Company pursuant to the Listing
Rules. Invesco have participated in the Placing in respect of
14,365,000 Placing Shares each at the Placing Price (the "Related
Party Transaction"). Pursuant to Rule 11.1.11R(2) and Rule 11.1.7R
of the Listing Rules, the Company is required to seek Shareholder
approval for the Related Party Transaction.
Total voting rights
Following Admission, the Company will have 282,429,696 Ordinary
Shares in issue. There are no Ordinary Shares held in treasury.
Therefore, the Company hereby confirms that the total number of
voting rights in the Company will, following Admission, be
282,429,696. This figure may 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, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the
announcement by the Company on 12 March 2018 or in the
Circular.
Expected timetable of principal events*
Dispatch of the Circular and the Tuesday 13 March
Form of Proxy to Shareholders 2018
Latest time and date for receipt 3.00 p.m. on Wednesday
of Forms of Proxy, votes through 28 March 2018
e-Proxy and CREST proxy instructions
Time and date of General Meeting 3.00 p.m. on Tuesday
3 April 2018
Announcement of results of General Tuesday 3 April
Meeting 2018
Admission and dealings in the 8.00 a.m. on Wednesday
Placing Shares to commence on 4 April 2018
the London Stock Exchange
Expected date for CREST stock Wednesday 4 April
accounts to be credited for the 2018
Placing Shares in uncertificated
form (CREST Shareholders only)
Expected date for dispatch of week commencing
definitive share certificates Monday 16 April
for the Placing Shares in certificated 2018
form (non-CREST Shareholders only)
*All of the dates and times referred to in this announcement
refer to London time and are indicative only and may be subject to
change. If any of the details contained in the above expected
timetable should change the revised times and dates will be
notified to Shareholders by means of an announcement through the
Regulatory Information Service. All events listed in the above
timetable scheduled to take place following the General Meeting are
conditional on the passing of the Resolutions at the General
Meeting.
Enquiries:
PureTech Health plc
Daphne Zohar
Stephen Muniz
Allison Mead Talbot +1 617 482 2333
Jefferies International Limited
(Sponsor, Joint Bookrunner
and Corporate Broker)
Simon Hardy
Gil Bar-Nahum
Lee Morton +44 (0) 20 7029
Christopher Binks 8000
Peel Hunt LLP (Joint Bookrunner)
James Steel
Christopher Golden
Jock Maxwell Macdonald +44 (0) 20 7418
Oliver Jackson 8900
FTI Consulting (Financial Communications) +44 (0) 20 3727
Ben Atwell 1000
About PureTech Health
PureTech Health (LSE:PRTC) is an advanced, clinical-stage
biopharmaceutical company developing novel medicines targeting
serious diseases that result from dysfunctions in the nervous,
immune, and gastrointestinal systems (brain-immune-gut or the "BIG"
axis), which together represent the adaptive human systems.
PureTech Health is at the forefront of understanding and addressing
the biological processes and crosstalk associated with the BIG
axis. By harnessing this emerging field of human biology, PureTech
Health is pioneering new categories of medicine with the potential
to have great impact on people with serious diseases. PureTech
Health is advancing a rich pipeline of innovative therapies that
includes two pivotal stage programmes, multiple human
proof-of-concept studies and a number of early clinical and
pre-clinical programmes. PureTech Health's research and development
pipeline has been advanced in collaboration with some of the
world's leading scientific experts, who along with PureTech
Health's team of biopharma pioneers, entrepreneurs and seasoned
Board, identify, invent, and clinically de-risk new medicines. With
this experienced team pursuing cutting edge science, PureTech
Health is building the biopharma company of the future focused on
improving and extending the lives of people with serious disease.
For more information, visit www.puretechhealth.com or connect
with
us on Twitter @puretechh.
IMPORTANT NOTICE
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of MAR)
prior to its release as part of this announcement. The person
responsible for arranging release of this information on behalf of
the Company is Stephen Muniz.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which these materials are
released, published, distributed or forwarded should inform
themselves about and observe such restrictions. The information
contained herein is not for release, publication, distribution or
forwarding, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United
States and the District of Columbia). Any failure to comply with
any such restrictions may constitute a violation of the securities
laws of such jurisdiction.
This announcement does not contain or constitute an offer to
sell or the solicitation of an offer to purchase securities to any
person with a registered address in, or who is resident in,
Australia, New Zealand, Japan, the Republic of South Africa or in
any jurisdiction in which such an offer or solicitation is
unlawful. None of the securities referred to herein have been or
will be registered under the relevant laws of any state, province
or territory of Australia, New Zealand, Japan or the Republic of
South Africa. Subject to certain limited exceptions, none of these
materials will be released, published, distributed or forwarded in
or into Australia, New Zealand, Japan or the Republic of South
Africa.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The securities referred to herein have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or jurisdiction of the United
States, and may not be offered or sold in the United States absent
registration under the Securities Act or an available exemption
from, or transaction not subject to, the registration requirements
of the Securities Act. There will be no public offer of the
securities in the United States. None of the Placing Shares, this
announcement or any other document connected with the Placing has
been or will be approved or disapproved by the United States
Securities and Exchange Commission or by the securities commissions
of any state or other jurisdiction of the United States or any
other regulatory authority, and none of the foregoing authorities
or any securities commission has passed upon or endorsed the merits
of the offering of the Placing Shares or the accuracy or adequacy
of this announcement or any other document connected with the
Placing. Any representation to the contrary is a criminal offence
in the United States.
The securities referred to herein will only be made outside the
United States in compliance with Regulation S and in the United
States only to persons reasonably believed to be "qualified
institutional buyers" ("QIBs") as defined in Rule 144A ("Rule
144A") under the US Securities Act and "qualified purchasers"
("QPs") within the meaning of Section 2(a)(51) of the US Investment
Company Act of 1940, as amended, in a manner not requiring
registration under the Securities Act.
Jefferies International Limited and Peel Hunt LLP are each
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Each of the Bookrunners is acting exclusively
for the Company and no one else in connection with the Placing and
will not regard any other person (whether or not a recipient of
this document) as a client in relation to the Placing and will not
be responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for providing
advice in relation to the Placing or any matters, transactions or
arrangements referred to in this document. Apart from the
responsibilities and liabilities, if any, which may be imposed on
the Bookrunners by the Financial Services and Markets Act 2000, as
amended ("FSMA") or the regulatory regime established thereunder,
neither of the Bookrunners accepts any responsibility whatsoever or
make any representation or warranty, express or implied, for the
contents of this document including its accuracy, completeness or
verification or for any statement made or purported to be made by
it, or on its behalf, in connection with the Company, the Placing
Shares or the Placing and nothing in this document shall be read as
a promise or representation in this respect whether as to the past
or future. The Bookrunners accordingly disclaim all and any
liability whatsoever arising in tort, contract or otherwise (save
as referred to above) which it might otherwise have in respect of
this document or any such statement.
Recipients of this announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this announcement. This announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
Shareholder or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
Members of the public are not eligible to take part in the
Placing. This announcement and the information contained herein are
for information purposes only and are directed only at (a) persons
in member states of the European Economic Area who are qualified
investors as defined in section 86(7) of FSMA ("Qualified
Investors") being persons falling with the meaning of Article
2(1)(e) of the EU Prospectus Directive (which means Directive
2003/71/EC and includes any relevant implementing directive measure
in any member state) (the "Prospectus Directive"); (b) in the
United Kingdom, to Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within Article 19(1) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) are persons
falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated (all such
persons together being referred to as "Relevant Persons"). Any
investment or investment activity in connection with the Placing
will be available to, and will only be engaged with, Relevant
Persons. Any person who is not a Relevant Person should not act or
rely on this announcement or any of its contents.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply. No prospectus will
be made available in connection with the matters contained in this
announcement and no such prospectus is required (in accordance with
the Prospectus Directive) to be published. Persons needing advice
should consult an independent financial adviser.
This announcement has been issued by, and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change. Neither the
contents of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms
part of, this announcement.
This announcement should not be considered a recommendation by
the Bookrunners or any of their respective directors, officers,
employees, advisers or affiliates in relation to any purchase of or
subscription for securities. None of the Bookrunners, nor any of
their respective directors, officers, employees, advisers or
affiliates accepts any responsibility or liability whatsoever for
or makes any representation or warranty, express or implied, as to
this announcement, including the truth, accuracy, fairness,
sufficiency or completeness of the information or the opinions or
beliefs contained in this announcement (or any part hereof). None
of the information in this announcement has been independently
verified or approved by the Bookrunners or any of their respective
directors, officers, employees, advisers or affiliates. Save in the
case of fraud, no liability is accepted by the Bookrunners or any
of their respective directors, officers, employees, advisers or
affiliates for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this announcement or its contents or otherwise in connection with
this announcement. No person has been authorised to give any
information or to make any representations other than those
contained in this announcement and, if given or made, such
announcements must not be relied on as having been authorised by
the Company or the Bookrunners. Subject to the Listing Rules, the
Prospectus Rules, the Disclosure Guidance and Transparency Rules
and MAR, the issue of this announcement and any subsequent
announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Group since the date of this announcement or that the information
contained in it is correct as at any subsequent
date.
This announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would,
"could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. None of the Company, the
Bookrunners or their respective directors, officers, employees,
agents, affiliates and advisers, or any other party undertakes or
is under any duty to update this document or to correct any
inaccuracies in any such information which may become apparent or
to provide you with any additional information, other than any
requirements that the Company may have under applicable law or the
Listing Rules, the Prospectus Rules, the Disclosure Guidance and
Transparency Rules or MAR. To the fullest extent permissible by
law, such persons disclaim all and any responsibility or liability,
whether arising in tort, contract or otherwise, which they might
otherwise have in respect of this announcement. The information in
this announcement is subject to change without notice.
The Placing Shares will not be admitted to trading on any stock
exchange other than the London Stock Exchange. In connection with
the Placing, each of the Bookrunners and any of their affiliates,
acting as investors for their own account, may take up a portion of
the Placing Shares in the Placing as a principal position and in
that capacity may retain, purchase, sell, offer to sell for the own
accounts such shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Bookrunners
and any of their respective affiliates acting in such capacity. In
addition, the Bookrunners and any of their respective affiliates
may enter into financing arrangements (including swaps) with
investors in connection with which they and any of their respective
affiliates may from time to time acquire, hold or dispose of
shares. The Bookrunners do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
For the purposes of this Announcement, an exchange rate of
1.3895 has been applied on the conversion of pounds sterling (GBP)
to United States Dollars ($).
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Company's ordinary shares may
decline and investors could lose all or part of their investment;
the Company's ordinary shares offer no guaranteed income and no
capital protection; and an investment in the Company's ordinary
shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Bookrunners will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEFMGMFNFZGRZG
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March 13, 2018 03:35 ET (07:35 GMT)
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