TIDMPRTC
PureTech Health PLC
13 November 2020
13 November 2020
PureTech Health plc
PureTech Announces Instructions for Exchanging Listed
Ordinary Shares into Nasdaq Listed ADSs
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 separately announced that in connection
with a listing of American Depository Shares of the Company
("ADSs") on the Nasdaq Global Market ("Nasdaq"), the United States
Securities and Exchange Commission has declared effective
registration statements on Form 20-F and Form F-6 with respect to
such securities. Each ADS represents 10 ordinary shares of the
Company ("Ordinary Shares"). Nasdaq has approved the ADSs for
listing, and the ADSs are expected begin trading on the Nasdaq
Global Market under the symbol "PRTC" on 16 November 2020.
This announcement is intended to guide holders of Ordinary
Shares, which are admitted to trading on the main market of the
London Stock Exchange, through the process of exchanging Ordinary
Shares for ADSs, and to answer certain related frequently asked
questions applicable to holders of the Ordinary Shares. For any
further questions about the Ordinary Share to ADS exchange process,
please contact the Company's ADS Depositary, Citibank, N.A.:
New York London
Michael O'Leary / Jason Zoppel Michael Woods
Email: citiadr@citi.com Email: citiadr@citi.com
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities of the Company, nor
shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
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 a broad and deep
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 received U.S. Food and Drug Administration (FDA)
clearance and European marketing authorisation. 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 Statements
This press release contains statements that are or may be
forward-looking statements, including statements that relate to the
commencement of listing and trading of the ADSs on the Nasdaq
Global Market, and timing related thereto, future prospects,
developments, and strategies. The forward looking statements are
not historical facts but are based on current expectations,
estimates and projections 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 regulatory filings for PureTech
Health plc. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates" and similar expressions
are intended to identify forward-looking statements. 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. The company
cautions security holders and prospective security holders not to
place undue reliance on these forward-looking statements, which
reflect the view of the company 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.
Contact:
Investors
Allison Mead Talbot
+1 617 651 3156
amt@puretechhealth.com
Potential Questions and Corresponding Answers for PureTech
Ordinary Shareholders:
What is the relationship between the Company's Ordinary Shares
and ADSs?
Each ADS is a tradeable security representing 10 of the
Company's Ordinary Shares. The ADSs have been approved for trading
on Nasdaq under the ticker symbol: PRTC. The value of each ADS is
denominated in US Dollars, while the value of our Ordinary Shares
will continue to be expressed in UK Pence Sterling.
For example, if a holder has 10 Ordinary Shares valued at 100
pence/Ordinary Share on the LSE and the exchange rate of dollars to
pence is $1.25/100 pence, after conversion into an ADS the price
would be denominated in dollars and would be approximately 10 times
the price of our Ordinary Shares, or in this example, 1 ADS valued
at approximately $12.50. Note that this example does not account
for differences in ADS price as compared to the Ordinary Share
price due to fees and costs associated with exchanging Ordinary
Shares into and holding ADSs.
Will the Company continue to be listed on the LSE?
In addition to the planned listing on Nasdaq, the Company will
maintain its premium listing on the Official List of the UK
Financial Conduct Authority and trading on the main market of the
London Stock Exchange. The Company's Ordinary Shares will continue
to trade on the London Stock Exchange and be registered with their
existing ISIN number GB00BY2Z0H74 and the Company's ticker symbol
in the UK will continue to be PRTC.
What does it cost to exchange Ordinary Shares into ADSs?
There will be an issuance fee of up to US$0.05 per ADS charged
by Citibank for the issuance of the ADSs. The exchange of your
dematerialised Ordinary Shares will need to be managed by your
broker as Ordinary Shares need to be transferred electronically to
Citibank prior to the issuance of ADSs. Your selected broker may
also levy an administrative charge for managing the exchange
process.
How long does it take and is dematerialisation necessary?
Citibank typically can be expected to deliver ADSs to your
broker within two business days of receiving an electronic transfer
of Ordinary Shares from your broker. However, before this can
happen, if you hold your Ordinary Shares in certificated form, you
will need to send your share certificate and a signed stock deposit
form to your broker who will then need to manage the
"dematerialisation" process needed to exchange your shares into
electronic form. The timescale for this will depend on your broker
but should be expected to take about a week.
I don't have a broker - do I really need one?
Yes, exchange into ADSs will require the assistance of a broker.
Please refer to "Notes for Shareholders".
Is there a cost to hold ADSs?
Citibank may charge an annual Depositary Service Fee of up to
US$0.02 per ADS. This is typically collected from the broker or
other intermediary that holds the ADSs on your behalf. Your broker
may pass this fee on to you directly or it may be part of the
annual fee that you pay to maintain your brokerage account.
How do I exchange my Ordinary Shares into ADSs?
The process set out herein explains what you need to do to
select a suitable broker account and summarises the instructions
that you need to give to your broker in order to exchange your
Ordinary Shares into ADSs. Please refer to "Notes for Brokers"
which we suggest you send to your broker if you are interested in
exchanging Ordinary Shares for ADSs.
Do I have to exchange my Ordinary Shares into ADSs?
No, the Company's Ordinary Shares will continue to trade on the
main market of the London Stock Exchange plc. If you do not wish to
hold ADSs but wish to remain a shareholder of PureTech then no
action is required.
Are all Ordinary Shares eligible to be deposited for delivery of
ADSs?
Ordinary Shares that are owned by an executive officer or
director or other person that may be considered an "affiliate" of
the Company under US securities laws and Ordinary Shares that were
received in a private placement are subject to a different process
for conversion of Ordinary Shares. If your Ordinary Shares fall
into one of these categories, please contact conversions@citi.com
for more information on whether you will be allowed to deposit and
under what conditions.
Notes for Shareholders:
Process for exchanging Ordinary Shares into ADSs:
Step 1: Select a broker with US listed securities trading
capability . If you do not already have an account with a broker,
you may be able to open one either online or through banks and
building societies which offer broking services. You need to ensure
that the broker and type of account on offer is capable of holding
and trading US listed securities. Often the most basic account
offered is for UK listed shares only so you will need to select an
account that gives you the ability to buy and sell US listed
shares. Please ensure that you check with your broker that they can
hold PureTech Health plc ADSs and have a DTC participant
account.
Step 2: You will need to contact your broker and ask them how to
transfer your existing certificated or
dematerialised Ordinary Shares into your account.
If you hold physical share certificates, you will need to send
them, together with a completed stock deposit form to your broker.
The broker must provide you with the required stock deposit form
and instructions. When the broker receives the share certificates,
they will need to "dematerialise" the shares into electronic form
so that they are held electronically by the broker within CREST
(the central securities depository that holds UK and Irish
equities, operated by Euroclear UK & Ireland Limited). When
completed, your broker can then deal with the exchange into ADSs.
If you already hold your Ordinary Shares in dematerialised form in
CREST, you can arrange for these to be delivered via the CREST
system to the broker handling the ADS exchange.
Step 3: Your broker will need to contact Citibank by email to
arrange for the exchange of your Ordinary Shares into ADSs
tradeable on Nasdaq. You will receive one ADS for every 10 Ordinary
Shares that you hold and opt to deposit. The contact details for
Citibank, together with details of the conversion process are set
out in the "Notes for Brokers" and the "PureTech Health plc - UK
ADR Creation - SDRT Certification" set out herein. We suggest that
you send these to your broker.
Notes for Brokers:
Conversion of Ordinary Shares into ADSs tradeable on Nasdaq
Ordinary Shares are traded on the LSE main market under the
ticker: PRTC.
PureTech Health' ADSs will be listed and traded on Nasdaq under
the ticker: PRTC.
Each ADS represents 10 Ordinary Shares.
Ordinary Shares can be exchanged into the equivalent number of
ADSs via the Company's Depositary, Citibank.
Once exchanged, the ADSs are tradeable via Nasdaq.
The value of each ADS is denominated in US Dollars, while the
value of our Ordinary Shares will continue to be expressed in UK
Pence Sterling. For example, if a holder has 10 Ordinary Shares
valued at 100 pence/Ordinary Share on the LSE and the exchange rate
of dollars to pence is $1.25/100 pence, after conversion into an
ADS the price would be denominated in dollars and would be
approximately 10 times the price of our Ordinary Shares, or in this
example, 1 ADS valued at approximately $12.50. Note that this
example does not account for differences in ADS price as compared
to the Ordinary Share price due to fees and costs associated with
exchanging Ordinary Shares into and holding ADSs.
The Company's registrar, Computershare Investor Services PLC,
maintains the Company's shareholder register and Ordinary Shares
can be held and transferred within CREST. Therefore, you are able
to receive certificated Ordinary Shares and deposit these into
CREST via the usual CREST share deposit process. You can then
transfer the Ordinary Shares to the CREST account of Citibank,
acting through the office located in the United Kingdom, for
delivery of ADSs. The newly created ADSs will then be issued and
delivered to your nominated DTC account.
Citibank's CREST account details are as follows:
CREST participant ID: BA01D
Prior to initiating a CREST transfer to Citibank, please contact
the Citibank team by email via: uksettlements@citi.com
To aid your communications with Citibank we have constructed the
attached "PureTech Health plc - UK ADS Creation - SDRT
Certification", which sets out all of the information that you will
need to send to Citibank to effect the exchange of Ordinary Shares
into ADSs. Please complete and send this form to Citibank by email
to initiate the exchange process.
Ratio : Each ADS represents 10 Ordinary Shares. Fractional ADSs
cannot be issued. Therefore, the number of Ordinary Shares
transmitted within CREST to Citibank MUST be a multiple of 10.
Spare Ordinary Shares can either be retained in CREST or re-issued
to your client in certificated form. Such re-issued Ordinary Shares
will remain on the Company's shareholder register, registered in
your client's name (or in a nominee's name, as applicable).
The issuance fee is typically collected by Citibank, as
depositary, at the time of the ADR delivery into the account of the
DTC participant.
Fees/taxes payable : Citibank charges an ADS issuance fee of up
to US$0.05 per ADS. Citibank also charges a depositary service fee
of US$0.02 per ADS held per calendar year as of a record date
established by Citibank in its sole discretion. A 1.5% stamp duty
reserve tax (SDRT) is payable in the UK upon conversion of the
Ordinary Shares. SDRT payment must be confirmed prior to any
delivery and acceptance of Ordinary Shares by Citibank.
Citibank, acting through an office located in the United
Kingdom, as Custodian requires the PureTech Health plc - UK ADS
Creation - SDRT Certification to be e-mailed as a PDF file in a
secured format to uksettlements@citi.com . In the email subject
field, please state: PURETECH HEALTH PLC - UK ADS CREATION - SDRT
CERTIFICATION.
Please ensure this form is on your CREST agent's headed paper.
Please fill all fields by typing and only use handwriting for the
Signatures at the bottom of the page.
Any questions should be directed to uksettlements@citi.com .
PURETECH HEALTH PLC - UK ADS CREATION - SDRT CERTIFICATION
1 Crest reference of the trade
2 ISIN number
------------------------------------------ -------------------------------
3 Trade Date as in CREST
------------------------------------------ -------------------------------
4 Settlement Date as in CREST
------------------------------------------ -------------------------------
5 Ratio (e.g.: "10:1" where 10 UK ordinary
shares are converted to 1 ADS)
------------------------------------------ -------------------------------
6 Nominal
------------------------------------------ -------------------------------
7 Stampable Consideration Amount- Mandatory
field for Stamp Applicable ISIN's
------------------------------------------ -------------------------------
8 Ordinary Share Price
------------------------------------------ -------------------------------
9 Name of Broker
------------------------------------------ -------------------------------
10 Broker's DTC Participant Account
------------------------------------------ -------------------------------
11 Shareholder/Client Account No. at Broker
------------------------------------------ -------------------------------
12 Contact Person / Number
------------------------------------------ -------------------------------
13 Result of Option Yes / No
------------------------------------------ -------------------------------
14 CREST Participant ID
------------------------------------------ -------------------------------
15 SDRT (please only mark one field on
the right with an "X"):
------------------------------------------ -------------------------------
16 1.5%
------------------------------------------ -------------------------------
17 1%
------------------------------------------ -------------------------------
18 SDRT exempt
------------------------------------------ -------------------------------
19 Indemnity We shall indemnify
and hold Citibank,
N.A. ("the Bank") harmless
against all claims,
losses, damages, costs
and expenses (including
reasonable legal fees
and disbursements),
penalties and taxes
(including any interest
and penalties for late
payment of tax) incurred
by the Bank or to which
the Bank may become
subject to and arising
directly from the deposit
of the above securities
with the Bank or the
failure by any person
to pay (or discharge)
any stamp duty, stamp
duty reserve tax, or
any other similar duty
or tax in connection
with the above securities
deposited with the
Bank. If and to the
extent that the deposit
of the securities results
from the exercise of
an option or options,
we hereby represent
and warrant that the
arrangements in respect
of the option or options
pursuant to the exercise
of which the securities
are delivered, including
the timing of grant
and exercise, and the
premium/strike ratio,
are bona fide and commercial,
and are not motivated
primarily by or for
the avoidance of UK
stamp duty reserve
tax.
------------------------------------------ -------------------------------
SDRT Note : It is required that the Broker alleges in CREST GUI
a declaration of SDRT if applicable: Please include the stamp
status and Stampable Consideration.
Signature ................................................
Signature .............................................
Name ...................................................... Name
................................................
This information is provided by Reach, the non-regulatory press
release distribution service of RNS, part of the London Stock
Exchange. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NRAGPGMWGUPUGCW
(END) Dow Jones Newswires
November 13, 2020 12:05 ET (17:05 GMT)
Puretech Health (LSE:PRTC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Puretech Health (LSE:PRTC)
Historical Stock Chart
From Jul 2023 to Jul 2024