TIDMPRTC
RNS Number : 2270X
PureTech Health PLC
26 August 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
26 August 2020
PureTech Health plc
Publication of shareholder circular in respect of authority to
implement potential disposals of shares in Founded Entity
PureTech Health plc (LSE: PRTC) ("PureTech" or the "Company"), a
clinical-stage biotherapeutics company dedicated to discovering,
developing and commercialising highly differentiated medicines for
devastating diseases , today announces that it has sought and
obtained approval from more than 50 per cent of its shareholders
providing PureTech with the authority to make disposals, of any of
its ownership interest in the common stock of its Founded Entity,
Karuna Therapeutics, Inc. ("Karuna"), if and to the extent the
Board considers it to be appropriate and in the best interests of
its shareholders.
The previously announced disposals of Karuna common stock on 23
January 2020 and 26 May 2020, taken on an aggregated basis over the
last 12 months under the class tests as set out in the UK Listing
Rules, had the result that any further disposals of Karuna common
stock would constitute a class 1 transaction for the Company, and
as such, the Company would not have been permitted to implement any
further disposals until after 22 January 2021 without the approval
that has been obtained from shareholders.
While the Board's strategy is to continue to hold equity stakes
in its Founded Entities, including Karuna, as these companies
advance their pipelines through significant value-driving
milestones, the Board sought and obtained the authority from its
shareholders in order to preserve flexibility for PureTech to be
able to achieve further realisations via disposals in the future in
order to serve as a potential source of funding for its future
strategy and shareholder returns. The Board believes that, in order
to maintain maximum flexibility and to obtain the best terms if and
when it considers appropriate to dispose of further shares of
Karuna common stock, it needs to be able to transact those
disposals such that the completion of those disposals would not be
conditional upon obtaining additional approval from
shareholders.
The approval was obtained from the Company's shareholders in
accordance with a dispensation granted by the Financial Conduct
Authority (the "FCA") pursuant to the modifications made to the
Listing Rules as set out in the FCA's Statement of Policy published
on 8 April 2020. Such dispensation removed the requirement for the
Company to hold a general meeting of its shareholders because the
Company has obtained written undertakings from shareholders holding
more than 50 per cent of the Company's issued share capital
confirming that they approve of the potential disposal(s) and would
vote in favour of a resolution to approve any such disposal(s) at
such a general meeting. The Company has received irrevocable
undertakings from Shareholders to vote in favour of the resolution
in respect of in aggregate 149,979,265 ordinary shares representing
in aggregate approximately 52.5 per cent of the Company's issued
share capital. Jefferies International Limited ("Jefferies") is
acting as sponsor on behalf of the Company.
The approval granted a general authority for the Company to sell
any of its ownership interest in the Karuna common stock as close
as reasonably possible to the prevailing market price at the time
of such disposal(s) on such terms as the Company considers
appropriate and in the best interest of its shareholders. This
authority may only be used by the Company to effect disposals
executed from time to time through book build offering (conducted
by a bank using "best efforts" to complete a sale as agent),
directly through the open market by means of the order book of a
relevant exchange and/or through block trades to one or more
purchasers, provided that such transactions may be transacted with
an investment bank with a view to onward distribution of the common
stock to one or more investor(s). The authority shall apply until
the end of the Company's 2021 annual general meeting or, if
earlier, the close of business on the date within 12 months from
the date of this announcement.
The circular setting out full details of the resolution approved
by shareholders and the potential disposals is expected to be
published on the Company's website today and posted to shareholders
who have elected to receive hard copies of shareholder
documentation later today. A copy of the circular has also been
submitted to the Financial Conduct Authority and will be available
for inspection at the National Storage Mechanism which is located
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Following the publication of the circular, the Board may implement
a disposal of Karuna common stock at any time on the terms set out
in the resolution contained in the circular if the Board determines
that it is appropriate and in the best interests of Shareholders to
do so. As at the time of this announcement, no definitive or
legally binding agreement relating to any disposal of Karuna common
stock has been entered into by the Company with any transaction
counterparty.
About PureTech Health
PureTech is a clinical-stage biotherapeutics company dedicated
to discovering, developing and commercialising highly
differentiated medicines for devastating diseases, including
intractable cancers, lymphatic and gastrointestinal diseases,
central nervous system disorders and inflammatory and immunological
diseases, among others. The Company has created an extensive
pipeline through the expertise of its experienced research and
development team and its extensive network of scientists,
clinicians and industry leaders. This pipeline, which is being
advanced both internally and through PureTech's Founded Entities,
is comprised of 24 products and product candidates, including two
that have been cleared by the US Food and Drug Administration (FDA)
and several other novel preclinical programmes. PureTech's pipeline
includes innovative platforms and therapeutic candidates that were
developed in collaboration with some of the world's leading
experts. All of the underlying programmes and platforms that
resulted in this pipeline of product candidates were initially
identified or discovered and then advanced by the PureTech team
through key validation points based on the Company's unique
insights into the biology of the brain, immune and gut, or BIG,
systems and the interface between those systems, referred to as the
BIG Axis.
For more information, visit www.puretechhealth.com or connect
with us on Twitter @puretechh.
Forward Looking Statement
This press release contains statements that are or may be
forward-looking statements, including statements that relate to the
company's future prospects, developments, and strategies. The
forward looking statements are based on current expectations and
are subject to known and unknown risks and uncertainties that could
cause actual results, performance and achievements to differ
materially from current expectations, including, but not limited
to, those risks and uncertainties described in the risk factors
included in the regulatory filings for PureTech. These
forward-looking statements are based on assumptions regarding the
present and future business strategies of the company and the
environment in which it will operate in the future. Each
forward-looking statement speaks only as at the date of this press
release. Except as required by law and regulatory requirements,
neither the company nor any other party intends to update or revise
these forward-looking statements, whether as a result of new
information, future events or otherwise unless required to do so by
applicable law.
IMPORTANT NOTICE
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of the
Market Abuse Regulation 2014/596/EU ("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.
In addition, market soundings (as defined in MAR) were taken in
respect of the proposals with the result that certain persons
became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
announcement being made by the Company today. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
Jefferies which is authorised and regulated in the UK by the
FCA, is acting exclusively as Sponsor for the Company in connection
with the publication of this announcement and will not be acting
for any other person (whether or not a recipient of this document),
or be responsible to any other person for providing the protections
afforded to Jefferies' clients or for advising any other person on
the contents of this document or any matter, transaction or
arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Jefferies by the Financial Services and Markets
Act 2000 or the regulatory regime established thereunder, neither
Jefferies nor its subsidiaries, branches or affiliates make any
representation or warranty, expressed or implied, as to the
contents of the circular and accept no responsibility or liability
whatsoever for the accuracy, completeness or verification of, or
opinions contained in, the circular (or for the omission of any
material information) and shall not be responsible or liable for
the contents of the circular, the accompanying Form of Proxy or for
any other statement made or purported to be made by it, or on its
behalf, in connection with the Company. Jefferies and its
subsidiaries, branches and affiliates accordingly disclaim all and
any responsibility or liability whether direct or indirect and
whether arising in tort, contract or otherwise (save as referred to
above) in respect of the circular or any such statement.
Enquiries:
PureTech Health plc
Daphne Zohar
Stephen Muniz
Allison Mead Talbot +1 617 482 2333
Jefferies International Limited (Sponsor)
Simon Hardy
Lee Morton +44 (0) 20 7029
Alex Harris 8000
FTI Consulting (Financial Communications)
Ben Atwell +44 (0) 20 3727
Rob Winder 1000
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END
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August 26, 2020 07:08 ET (11:08 GMT)
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