REG-Arix Bioscience PLC Update regarding timing of Proposed Scheme of Reconstruction

Arix BioscienceAnnouncement

22/12/2023 11:15

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   Arix Bioscience PLC (ARIX)
   Update regarding timing of Proposed Scheme of Reconstruction

   22-Dec-2023 / 11:00 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 LIMITED 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

    

   22 December 2023

                          Arix Bioscience PLC ("Arix")

          Update regarding timing of Proposed Scheme of Reconstruction

   On 1 November  2023, the  boards of  RTW Biotech  Opportunities Ltd  ("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").

   It is  now intended  that the  Circular and  notice of  the first  general
   meeting will be sent to Arix's Shareholders in January 2024, at around the
   same date as the publication of a prospectus by RTW Bio in respect of  the
   New RTW Bio Shares. The first Arix general meeting is expected to be  held
   in early 2024. A full timetable and further details of the Scheme will  be
   set out in the Circular.

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

    

    

   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                                           

   Lee Morton
   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 New RTW Bio  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. New  RTW Bio  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  New RTW Bio 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 New RTW Bio 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 New RTW  Bio Shares will be further  restricted
   by the terms of the AI/QP Investor  Letter, and any re-offer or resale  of
   any New  RTW Bio  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  New  RTW  Bio 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 New  RTW Bio 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.

    

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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:  MSCM
   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.:   293552
   EQS News ID:    1802595


    
   End of Announcement EQS News Service

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