RTW Biotech Opp. - Completion of Acquisition
13/02/2024 08:11
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RNS Number : 9556C RTW Biotech Opportunities Ltd 13 February 2024
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
13 February 2024
RTW Biotech Opportunities Ltd
("RTW Bio" or the "Company")
Completion of Acquisition
The Board and Management of RTW Bio is pleased to announce the completion of
the recommended all-share acquisition of Arix Bioscience plc's ("Arix")
effected through a scheme of reconstruction and the voluntary winding-up of
Arix under section 110 of the Insolvency Act 1986 (the "Scheme").
Under the terms of the Scheme, RTW Bio has now issued 181,901,165 new ordinary
shares of no par value in the capital of RTW Bio (the "New RTW Bio Shares") to
the Liquidators, who have renounced them in favour of eligible Arix
shareholders, to satisfy the consideration due under the terms of the Scheme.
The New RTW Bio Shares include 48,322,863 New RTW Bio Shares issued to RTW
Biotech Opportunities Operating Ltd ("RTW Op Co") in respect of its
shareholding in Arix. It is expected that the New RTW Bio Shares held by RTW
Op Co will be cancelled at the next RTW Bio annual general meeting for nil
consideration (the "Share Cancellation"). In the meantime, RTW Op Co has (i)
undertaken not to sell or otherwise transfer its interest in its New RTW Bio
Shares nor to exercise the voting rights attached to such New RTW Bio Shares,
and (ii) renounced all rights attached to the New RTW Bio Shares to receive
any dividend or distribution or any other distribution of assets on a winding
up of RTW Bio. The dividends received per share, earnings per share and NAV
per share in RTW Bio for shareholders of RTW (other than RTW Op Co) will not
be affected by the shares in RTW Bio held by RTW Op Co.
The figure of 342,713,649 will be used as the denominator of RTW Bio for
calculating NAV per share (which represents the issued share capital of RTW
Bio less RTW Op Co's holding).
Commenting on the completion of the acquisition, Roderick Wong, M.D., Managing
Partner and Chief Investment Officer of RTW, stated:
"Completing the acquisition of Arix's complementary life science assets
represents the start of an exciting journey and acts as a key accelerator to
achieving our vision for RTW Bio to be a UK-listed fund with meaningful scale
that invests in innovative life science businesses in the UK and globally.
This transaction comes at a critical point, aligned with accelerating medical
innovation and supportive life science market conditions."
William Simpson, Chairman of the Board of RTW said:
"I am delighted to welcome Arix shareholders to the RTW Bio shareholder
registry. The combination has compelling strategic rationale which is expected
to generate future growth opportunities for all shareholders. The transaction
represents an exciting opportunity to build upon our strong foundation by
adding capital and scale to our best-in-class platform".
Admission of New RTW Bio Shares
RTW Bio also confirms, that admission of the 181,901,165 New RTW Bio Shares to
the premium segment of the Official List and to trading on London Stock
Exchange's Main Market took place this morning at 8:00 a.m. ("Admission").
Following Admission, RTW Bio confirms that its share capital consists of
394,290,303 ordinary shares of no par value, which carry one vote each. RTW
Bio holds 3,253,791 ordinary shares in treasury. Therefore, the total number
of voting rights in RTW Bio on 13 February 2024 is 391,036,512. This figure of
391,036,512 should be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, RTW Bio under the FCA's
Disclosure Guidance and Transparency Rules.
Enquiries:
RTW Biotech Opportunities Ltd +44 20 7959 6361
Woody Stileman ir@rtwfunds.com
BofA Securities (Sole Financial Adviser, Sponsor & Joint Corporate Broker +44 20 7628 1000
to RTW Bio)
Ed Peel
James Machin
Alex Penney
Deutsche Numis (Joint Corporate Broker to RTW Bio) +44 20 7260 1000
Freddie Barnfield
Nathan Brown
Euan Brown
Buchanan (PR & Communications adviser to RTW Bio) +44 20 7466 5107
Charles Ryland
Henry Wilson
George Beale
Cadarn Capital +44 7368 88321
David Harris
Important information
Merrill Lynch International ("BofA Securities"), which is authorised by
the Prudential Regulation Authority ("PRA") and regulated by the Financial
Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting
exclusively for RTW Bio and for no one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than RTW Bio for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this announcement.
Neither BofA Securities, 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 BofA Securities in connection with this announcement, any
statement contained herein or otherwise, or any transaction or arrangement
referred to herein.
Numis Securities Limited (which is trading for these purposes as Deutsche
Numis) ("Deutsche Numis"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as corporate broker
exclusively for RTW Bio and for no one else and will not be responsible to
anyone other than RTW Bio for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
announcement. Neither Deutsche Numis, 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 Deutsche Numis in connection with this
announcement, any statement contained herein or otherwise, or any transaction
or arrangement referred to herein.
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 have been 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 was made. Each 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) a "knowledgeable
employee" as such term is defined in Rule 3c-5(a)(4) promulgated under the
1940 Act. New RTW Bio Shares have been 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 were requested to execute an investor letter ("AI/QP Investor Letter")
appended to the Prospectus. The AI/QP Investor Letter contains
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 has not and 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 are 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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