REG-Arix Bioscience PLC Publication of Circular and RTW Bio Prospectus
05/01/2024 07:00
============
Arix Bioscience PLC (ARIX)
Publication of Circular and RTW Bio Prospectus
05-Jan-2024 / 07:00 GMT/BST
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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN, INTO OR FROM, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF
COLUMBIA) OR ANY OTHER JURISDICTION IN WHICH ANY OFFER, SOLICITATION OR
SALE OF SECURITIES WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO
SECURITIES MAY BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. ANY PUBLIC
OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY
MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER (OR, IF
APPLICABLE, A SELLING SECURITY HOLDER) AND THAT WILL CONTAIN DETAILED
INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL
STATEMENTS. RTW BIOTECH OPPORTUNITIES LTD DOES NOT INTEND TO MAKE ANY
PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. NEITHER THIS
ANNOUNCEMENT NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN
CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR
COMMITMENT WHATSOEVER.
FOR IMMEDIATE RELEASE
Legal Entity Identifier: 213800OVT3AHQCXNIX43
5 January 2024
RECOMMENDED ALL-SHARE ACQUISITION OF THE ASSETS OF
ARIX BIOSCIENCE PLC ("Arix")
BY
RTW BIOTECH OPPORTUNITIES LTD ("RTW Bio")
Publication of Circular and RTW Bio Prospectus
On 1 November 2023, the boards of RTW Bio and Arix announced (the
"Original Announcement") that they had agreed to the terms of a
recommended all-share acquisition of Arix’s assets by RTW Bio, via a
subsidiary, to be effected through a scheme of reconstruction and the
voluntary winding-up of Arix under section 110 of the Insolvency Act 1986
(the "Scheme").
Arix is pleased to announce that the circular in relation to the Scheme
(the "Circular"), together with the associated Form of Proxy, is today
being sent, or made available, to Shareholders and, for information only,
to persons with information rights. The Circular contains, amongst other
things, the full terms and conditions of the Scheme, a letter from the
Chairman of Arix, an expected timetable of principal events, notice of the
First General Meeting and details of the actions to be taken by
Shareholders entitled to vote at the First General Meeting. The Circular
will be made available on Arix's website at
1 https://arixbioscience.com/investor-relations.
Arix also notes that RTW Bio will, subject to FCA approval, today publish
a prospectus relating to the new shares to be issued to eligible
Shareholders by RTW Bio under the terms of the Scheme (the "RTW Bio
Prospectus"). The RTW Bio Prospectus will be made available, free of
charge, in electronic form on RTW Bio's website at
2 https://www.rtwfunds.com/rtw-biotech-opportunities-ltd/documents/
Copies of the RTW Bio Prospectus and Circular will be submitted to the
National Storage Mechanism and will shortly be available for inspection at
3 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used but not defined in this announcement have the
meanings given to them in the Circular. All references in this
announcement to times are to times in London, United Kingdom (unless
otherwise stated).
Irrevocable Undertakings
Since publication of the Original Announcement, Arix has also received
irrevocable undertakings from Arix directors Debra Barker and Andrew Smith
to vote in favour of the Scheme at the Arix general meetings in respect of
their own holdings of Arix Shares, representing, together approximately
0.06 per cent of Arix’s issued share capital on the Latest Practicable
Date. The irrevocable undertakings given by Debra Barker and Andrew Smith
are on the same terms as those given by Peregrine Moncreiffe and, former
director, Robert Lyne, and will cease to be binding if: (i) the Scheme
does not become effective on or before 23:59 (UK time) on 31 March 2024
(or such later time as agreed between RTW Bio and Arix), (ii) the
cooperation agreement entered into between RTW OpCo and Arix is terminated
in accordance with its terms, or (iii) RTW Bio announces that it does not
intend to make or proceed with the Scheme.
Together with the irrevocable undertakings of Peregrine Moncreiffe, Robert
Lyne, RTW Opco and Acacia (as set out in the Original Announcement), Arix
has therefore received irrevocable undertakings in respect of 34,014,118
Arix Shares, representing, in aggregate, approximately, 26.3 per cent. of
Arix’s issued share capital on the Latest Practicable Date.
Notice of First General Meeting
As further detailed in the Circular, to become effective, the Scheme will
require, among other things, the approval of Shareholders at the General
Meetings. The Scheme can only become effective if all Conditions to the
Scheme, including Shareholder approval, have been satisfied (unless, where
applicable, the relevant Condition is waived).
Notice of the First General Meeting, which will be held at Clifford Chance
LLP, 10 Upper Bank Street, London, E14 5JJ at 10 a.m. on 29 January 2024,
is set out in the Circular.
Shareholders are requested to complete, sign and return the Form of Proxy
(once received), or appoint a proxy through the CREST electronic proxy
appointment service (as appropriate), for the First General Meeting (where
entitled to do so), as soon as possible.
Recommendation
The Special Committee, which has been so advised by Jefferies, considers
that the Scheme and the Resolutions to be proposed at the General Meetings
are in the best interests of Shareholders as a whole. In providing its
advice to the Special Committee, Jefferies has taken into account the
commercial assessments of the Special Committee.
Shareholders should read the Circular in its entirety, and are recommended
to read the further information set out in the RTW Bio Prospectus before
making a decision with respect to the Scheme.
If you have any queries, please call the Registrars, Equiniti, between
8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in
England and Wales) on 0371 384 2050 (from within the UK) and +44 (0)371
384 2050 (from outside the UK). Network providers' costs may vary. Calls
to the helpline from outside the UK will be charged at the applicable
international rates. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for security
and training purposes. Please note that the Registrars can only provide
information regarding the completion of a Form of Proxy and cannot provide
you with financial, legal or tax advice.
Expected Timetable of Principal Events
The Circular contains an expected timetable of principal events relating
to the Scheme, which is also set out in the appendix to this announcement.
Subject to obtaining the approval of Shareholders at the General Meetings,
and the satisfaction or, where applicable, waiver of the other Conditions,
the Scheme is expected to become effective in the first quarter of 2024.
The dates given are indicative only and are based on Arix's current
expectations and may be subject to change (including as a result of
changes to the regulatory timetable and/or the process for implementation
of the Scheme). If any of the times and/or dates set out in the appendix
change, the revised times and/or dates will be notified by Arix to
Shareholders through a Regulatory Information Service.
Enquiries:
+44 (0)20 7290 1050
Arix Bioscience plc
ir@Arixbioscience.com
Jefferies (Financial Adviser & Corporate Broker to +44 20 7029 8000
Arix)
Philip Yates
Simon Hardy
Shaam Vora
Powerscourt Group (PR & Communications adviser to +44 20 7250 1446
Arix)
Sarah MacLeod
Pete Lambie
Nick Johnson
Molly Ring
Important information
Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is
acting exclusively for Arix and no one else in connection with the matters
set out in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not be
responsible to anyone other than Arix for providing the protections
afforded to clients of Jefferies nor for providing advice in relation to
any matter referred to in this announcement or any transaction or
arrangement referred to herein. Neither Jefferies nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of Jefferies
in connection with this announcement, any statement contained herein, any
transaction or arrangement referred to herein, or otherwise.
Notice to US Shareholders in Arix
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities of 1933, as amended (the "Securities Act"), any state
securities laws or the securities laws of any other jurisdiction and may
not be offered or sold in the United States or to any “U.S. persons” (as
defined in Rule 902 under the Securities Act), except pursuant to an
applicable exemption from registration. No public offering of securities
is being made in the United States.
The Consideration Shares will be offered and sold for investment purposes
only in the United States or to U.S. Persons (as such terms are defined in
Rule 902 of Regulation S promulgated under the Securities Act) under the
exemption from registration provided by Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated thereunder and in compliance with the
applicable securities laws of each state or other jurisdiction in which
the offering will be made. Each prospective investor that is within the
United States or that is a U.S. Person (as such term is defined in Rule
902 of Regulation S promulgated under the Securities Act) must be both (i)
an "accredited investor" as defined in Rule 501(a) of Regulation D of the
Securities Act and (ii) a (A) "qualified purchaser" as the term is defined
under Section 2(a)(51) of the U.S. Investment Company Act of 1940, as
amended (the "1940 Act"), and the rules and regulations promulgated
thereunder or (B) "knowledgeable employee" as such term is defined in Rule
3c-5(a)(4) promulgated under the 1940 Act. Consideration Shares will be
offered and sold outside of the United States to investors that are not
U.S. Persons in accordance with Regulation S under the Securities Act.
RTW Bio is not registered, and does not intend to be subject to
registration, as an investment company under the 1940 Act in reliance upon
one or more exclusions or exemptions from registration thereunder. U.S.
Shareholders of Arix will be requested to execute an investor letter
("AI/QP Investor Letter"). AI/QP Investor Letters will contain
representations and restrictions on transfer designed to assure that the
conditions of such exclusions or exemptions will be met. Investors in RTW
Bio will therefore not receive the protections afforded by the 1940 Act to
investors in a registered investment company. RTW Bio will not make a
public offering of the Consideration Shares to satisfy the exclusion from
registration as an investment company under the 1940 Act. If RTW Bio is
deemed to be an investment company and therefore is required to register
under the 1940 Act, such requirement could prohibit RTW Bio from operating
in its intended manner and could have a material adverse effect on RTW
Bio.
The Consideration Shares are subject to restrictions on transferability
and resale and may not be transferred or resold except as permitted under
the Securities Act, the 1940 Act and any applicable state and other
securities laws, pursuant to registration or an exclusion or exemption
therefrom. The transferability of the Consideration Shares will be
further restricted by the terms of the AI/QP Investor Letter, and any
re-offer or resale of any Consideration Shares in the United States or to
U.S. Persons may constitute a violation of U.S. law. U.S. Shareholders of
Arix should be aware that they may be required to bear the financial risks
of any investment in RTW Bio for an indefinite period of time. RTW Bio
reserves the right to refuse to accept any subscriptions, resales or other
transfers of Consideration Shares to U.S. Persons or to any person,
including on the basis that doing so would risk RTW Bio’s loss of an
exclusion or exemption under U.S. securities laws (e.g., the Securities
Act and the 1940 Act). RTW Bio further reserves the right to require the
transfer or redemption of Consideration Shares held by any person for any
reason, including circumstances that may prejudice the tax status of RTW
Bio, may cause RTW Bio to be in violation of the Securities Act, the 1940
Act or any applicable state securities act or may cause RTW Bio to suffer
any pecuniary, fiscal or administrative disadvantage which may be unlawful
or detrimental to the interests or well-being of RTW Bio.
General
If you are in any doubt about the contents of this announcement or the
action you should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor or independent financial adviser duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
APPENDIX
Expected Timetable of Principal Events
The dates and times given in the table below in connection with the Scheme
are indicative only and are based on the Company's current expectations
and may be subject to change (including as a result of changes to the
process for implementation of the Scheme). If any of the times and/or
dates below change, the revised times and/or dates will be notified by the
Company to Shareholders through a Regulatory Information Service.
Event Time and/or Date
Latest time and date for receipt of Forms of 10.00 a.m. on 25 January
Proxy for the First General Meeting 2024
Voting Record Time 6.30 p.m. on 25 January 2024
First General Meeting 10.00 a.m. on 29 January
2024
Certain of the following dates are subject to
change (please see Note (3) below):
A date expected to fall
Posting of Notice of Second General Meeting before the end of Q1 2024
("D")
Latest time and date for receipt of Forms of By no later than 48 hours
Proxy for Second General Meeting prior to Second General
Meeting on D+14
Voting record time for the Second General 6.30 p.m. on D+14
Meeting
Record Date & Suspension of registration of
transfers of and disablement in CREST of, 6.00 p.m. on D+15
Shares
Suspension of dealings in and registration of
transfers of, and disablement in CREST of, 7.30 a.m. on D+16
Shares
Second General Meeting D+16 ("S")(4)
Effective Date for implementation of the S
Scheme
Consideration Shares issued to eligible By 8.00 a.m. on S+1
Shareholders
Admission and commencement of dealings in By 8.00 a.m. on S+1
Consideration Shares
Cancellation of listing of the Shares on the
standard segment of the Official List and By 8.00 a.m. on S+1
trading on the Main Market
CREST accounts of Shareholders credited with On or soon after 8.00 a.m.
Consideration Shares on S+1
Share certificates in respect of the
Consideration Shares to be dispatched (or as S+14
soon as practicable thereafter)
1. The Form of Proxy for the First General Meeting must be lodged before
10.00 a.m. on 25 January 2024 in order for it to be valid or, if the
First General Meeting is adjourned, not later than 48 hours (excluding
any part of a day that is not a working day) before the time appointed
for the holding of the adjourned meeting.
2. If the First General Meeting is adjourned, the Voting Record Time for
the adjourned meeting will be 6.30 p.m. on the date two calendar days
before the date set for the adjourned meeting.
3. The dates and times given are indicative only and are based on current
expectations and are subject to change (including as a result of
changes to the regulatory timetable). If any of the times and/or dates
above change, the revised times and/or dates will be notified to
Shareholders by announcement through a Regulatory Information Service.
4. 14 clear days following the publication of the notice of the Second
General Meeting.
(*) All references to "S+1" are to the day falling one Business Day after
the actual date which is "S".
All references to times are to times in London (unless otherwise stated).
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Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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ISIN: GB00BD045071
Category Code: PDI
TIDM: ARIX
LEI Code: 213800OVT3AHQCXNIX43
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 295601
EQS News ID: 1808727
End of Announcement EQS News Service
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