REG-Arix Bioscience PLC Transaction Update

Arix BioscienceAnnouncement

07/02/2024 11:45

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   Arix Bioscience PLC (ARIX)
   Transaction Update

   07-Feb-2024 / 11:30 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

   7 February 2024

               RECOMMENDED ALL-SHARE ACQUISITION OF THE ASSETS OF

                          ARIX BIOSCIENCE PLC ("Arix")

                                       BY

                   RTW BIOTECH OPPORTUNITIES LTD ("RTW Bio")

                               Transaction Update

   On 1 November 2023, the boards of RTW Bio and Arix announced 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"). On 5 January 2024, Arix published
   a circular in relation to the Scheme (the "Circular"), which contained,
   amongst other things, the full terms and conditions of the Scheme.

   Arix confirms that the timetable for the Scheme remains as set out in the
   Shareholder circular containing the notice of the Second General Meeting
   sent, or made available, to Shareholders on 23 January 2024 (the "Notice
   of the Second General Meeting") and that 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. Arix notes that the period in which
   Shareholders could exercise their right under section 111(2) of the
   Insolvency Act 1986 to dissent from the Scheme has ended and that no
   Shareholders have dissented.

   Shareholders are reminded 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.

   As set out in the Circular, if the Resolution to be considered at the
   Second General Meeting (which will be proposed as a special resolution) is
   passed, the Company shall be placed into members' voluntary liquidation
   and the Liquidators shall be appointed, the Company's assets will be then
   transferred to a wholly-owned subsidiary of RTW Bio, the Consideration
   Shares issued to eligible Shareholders, and the Company's shares
   delisted.  The expected timetable of principal events relating to the
   Scheme (as  set out in the Notice of the Second General Meeting) is set
   out in the Appendix to this announcement.

   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).

    

   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.

    

   Latest time  and date  for  receipt of  Forms  of 10.00 a.m. on 8 February
   Proxy for Second General Meeting                                   2024(1)
   Voting Record Time                                 6.30 p.m. on 8 February
                                                                      2024(2)
   Record  Date  &  suspension  of  registration  of  6.00 p.m. on 9 February
   transfers of, and disablement in CREST of, Shares                     2024
                                                                             
   Second General Meeting                                    10.00 a.m. on 12
                                                                February 2024
   Effective Date for implementation of the Scheme           12 February 2024
   Consideration   Shares    issued   to    eligible       By 8.00 a.m. on 13
   Shareholders                                                 February 2024
                                                                             
   Admission  and   commencement  of   dealings   in       By 8.00 a.m. on 13
   Consideration Shares                                         February 2024
   Cancellation of  listing  of the  Shares  on  the       By 8.00 a.m. on 13
   standard segment of the Official List and trading            February 2024
   on the Main Market
   CREST  accounts  of  Shareholders  credited  with    On or soon after 8.00
   Consideration Shares                                               a.m. on
                                                             13 February 2024
   Share   certificates    in   respect    of    the
   Consideration Shares to be dispatched (or as soon         26 February 2024
   as practicable thereafter)
                                                                             

    1. The Form of Proxy for the Second General Meeting must be lodged before
       10.00 a.m. on 8 February 2024 in order for it to be valid or, if the
       Second 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 Second 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.

   All references in this announcement 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:  MSCH
   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.:   302332
   EQS News ID:    1832567


    
   End of Announcement EQS News Service

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