REG-Arix Bioscience PLC Results of First General Meeting

Arix BioscienceAnnouncement

29/01/2024 12:30

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   Arix Bioscience PLC (ARIX)
   Results of First General Meeting

   29-Jan-2024 / 12:15 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.

   FOR IMMEDIATE RELEASE

   Legal Entity Identifier: 213800OVT3AHQCXNIX43

   29 January 2024

               RECOMMENDED ALL-SHARE ACQUISITION OF THE ASSETS OF

                          ARIX BIOSCIENCE PLC ("Arix")

                                       BY

                   RTW BIOTECH OPPORTUNITIES LTD ("RTW Bio")

                        Results of First General Meeting

   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").

   In connection with the Scheme, the Board is pleased to announce that at
   the First General Meeting held earlier today, the Resolution proposed
   (which was proposed as a special resolution) to, among other things,
   approve the Scheme, authorise the Board and the Liquidators (conditional
   on their appointment) to implement the Scheme and do all things necessary
   for the purpose of carrying the Scheme into effect, empower the
   Liquidators (conditional upon their appointment) to accept the
   Consideration Shares for distribution to eligible Shareholders and apply
   to delist the Shares, and, conditional upon the Scheme becoming effective,
   amend the Articles to give effect to the Scheme, was passed by the
   requisite majority of Shareholders.

   The full text of the Resolution is set out in the notice of the First
   General Meeting contained in the circular published by Arix on 5 January
   2024 in connection with the Scheme (the "Circular"). The Circular is
   available on Arix's website at
    1 https://arixbioscience.com/investor-relations.

   Number of votes cast at the General Meeting

   The results of the poll on the Resolution proposed at the First General
   Meeting held on 29 January 2024 were as follows:

   Votes For*   %   Votes Against  %    Total Votes Validly  Votes Withheld**
                                               Cast
   85,562,505 92.22   7,218,182   7.78      92,780,687           110,282

    

   Votes "For" and "Against" are expressed as a percentage of the total votes
   received.

   All percentages rounded to two decimal places.

   *The votes "For" include those votes giving the Chairman discretion.

   ** "Votes Withheld" are not a vote in law and have not been counted in the
   calculation of the "Votes For" and "Votes Against" the Resolution or the
   total number of votes validly cast.

   A copy of the Resolution passed at the First General Meeting will be
   submitted to the National Storage Mechanism and will be available for
   inspection at:  2 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
   The voting results will also shortly be available on Arix's website at
    3 https://arixbioscience.com/investor-relations.

   Next Steps

   As further detailed in the Circular, completion of the Scheme remains
   subject to, amongst other things,  the passing of the Resolution to be
   proposed at the Second General Meeting.

   The Second General Meeting will be held at Clifford Chance LLP, 10 Upper
   Bank Street, London, E14 5JJ at 10.00 a.m. on 12 February 2024.

   Shareholders are requested to complete, sign and return the form of proxy
   for the Second General Meeting, or appoint a proxy through the CREST
   electronic proxy appointment service (as appropriate), as soon as possible
   and in any event by 10.00 a.m. on 8 February 2024 (being the latest time
   and date for receipt of forms of proxy for the Second General Meeting).
   Further details on the action to be taken by Shareholders are set out in
   the notice of the Second General Meeting contained in the circular
   published by Arix on 23 January 2024 in connection with the Scheme.

   The Resolution to be considered at the Second General Meeting (which will
   be proposed as a special resolution) will, if passed, place the Company
   into members' voluntary liquidation, appoint the Liquidators and authorise
   the Liquidators to exercise certain powers for which the express sanction
   of Shareholders is required. The Resolution to be proposed at the Second
   General Meeting will require the approval of at least 75 per cent. of the
   votes cast in respect of it.

   Capitalised terms used but not defined in this announcement have the
   meanings given to them in the Circular.

   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.

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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:  ROM
   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.:   300351
   EQS News ID:    1825235


    
   End of Announcement EQS News Service

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