REG - Nordic Cap XI Delta PureTech Health PLC - Rule 2.8 Announcement

Puretech HealthAnnouncement

07/04/2025 17:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250407:nRSG9936Da&default-theme=true

RNS Number : 9936D  Nordic Capital XI Delta, SCSP  07 April 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE").

 

For immediate release

 

07 April 2025

 

Nordic Capital XI 1 

Statement regarding PureTech Health plc ("PureTech" or the "Company")

 

Nordic Capital XI notes PureTech's recent announcement regarding a possible
offer for PureTech by Nordic Capital XI. Nordic Capital XI confirms that it
made a private proposal to acquire the issued, and to be issued, share capital
of PureTech. The proposal was rejected by the Board of PureTech. Nordic
Capital XI further confirms that it does not intend to make an offer for
PureTech. Accordingly, Nordic Capital XI (and any person acting in concert
with it) are bound by the restrictions under Rule 2.8 of the Code.

Nordic Capital XI reserves the right to acquire PureTech shares, subject to,
and in accordance with, the Code and other applicable regulations. For the
purpose of Rule 2.8 of the Code, Nordic Capital XI and any person acting in
concert with Nordic Capital XI, reserve the right to announce an offer or
possible offer for the Company or make or participate in an offer or possible
offer for the Company (and / or take any other actions which would otherwise
be restricted under Rule 2.8 of the Code) within the next six months following
the date of this announcement in the following circumstances:

(i)         with the agreement or recommendation of the board of
directors of the Company;

(ii)         following the announcement of a firm intention to make an
offer for the Company by or on behalf of a third party;

(iii)        following the announcement by the Company of a Rule 9
waiver proposal (as described in Note 1 of the Notes on Dispensations from
Rule 9 of the Code) or a reverse takeover (as defined in the Code); and/or

(iv)        where the Panel on Takeovers and Mergers has determined
that there has been a material change of circumstances.

Nordic Capital Advisers 2 

Tel: +46 8 440 5050

Elin Ljung / Katarina Janerud

Morgan Stanley (Financial Adviser to Nordic Capital XI)

Tel UK: +44 (0)207 425 8000

David Kitterick / Jimmy Bastock

FGS Global (PR Adviser to Nordic Capital XI)

Tel UK: +44 (0)207 251 3801

Guy Lamming / Gordon Simpson / Michael Turner / Anjali Unnikrishnan

Important notices

Morgan Stanley & Co. International plc ("Morgan Stanley") which is
authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the UK
is acting as financial adviser to Nordic Capital XI and no one else in
connection with the matters set out in this announcement. In connection with
such matters, Morgan Stanley, its affiliates and their respective directors,
officers, employees and agents will not regard any other person as their
client, nor will they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in relation to
the contents of this announcement or any other matter referred to herein.

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdictions.

 1  Nordic Capital Epsilon SCA, SICAV-RAIF acting through its general partner
Nordic Capital Epsilon GP SARL for and on behalf of its compartment Nordic
Capital Epsilon SCA, SICAV-RAIF Compartment 2.

 2  "Nordic Capital Advisors" means the non-discretionary sub-advisory
entities exclusively engaged by the general partners and/or delegated
portfolio managers of Nordic Capital's funds and vehicles.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPUBANRVWUSRAR