RTW Biotech Opp. - Update on Arix Transaction
30/01/2024 07:00
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RNS Number : 2804B RTW Biotech Opportunities Ltd 30 January 2024
LEI: 549300Q7EXQQH6KF7Z84
30 January 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.
RTW Biotech Opportunities Ltd
("RTW Bio" or the "Company")
Update on Arix Transaction
The Company is pleased to note the announcement by Arix Bioscience Plc
("Arix") regarding the results of the first general meeting held yesterday in
connection with the recommended all-share acquisition of Arix's assets by RTW
Bio, via a subsidiary, through a scheme of reconstruction and the voluntary
winding-up of Arix under section 110 of the Insolvency Act 1986 (the
"Scheme").
The resolution proposed to, among other things, approve the Scheme was passed
by the requisite majority with 92.22% of votes cast in favour.
The announcement is available on Arix's website at
https://arixbioscience.com/investor-relations
(https://arixbioscience.com/investor-relations) .
The completion of the Scheme remains subject to, amongst other things, the
passing of the resolution to be proposed at the second general meeting of Arix
shareholders scheduled to be held on 12 February 2024.
Enquiries
RTW Biotech Opportunities Ltd +44 20 7959 6361
Woody Stileman ir@rtwfunds.com
BofA Securities (Sole Financial Adviser & Joint Corporate Broker to RTW +44 20 7628 1000
Bio)
Kieran Millar
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
About RTW Biotech Opportunities Ltd
RTW Biotech Opportunities Ltd (LSE: RTW & RTWG) is an investment fund
focused on identifying transformative assets with high growth potential across
the biopharmaceutical and medical technology sectors. Driven by a long-term
approach to support innovative businesses, RTW Biotech Opportunities Ltd
invests in companies developing next-generation therapies and technologies
that can significantly improve patients' lives. RTW Biotech Opportunities Ltd
is managed by RTW Investments, LP, a leading healthcare-focused
entrepreneurial investment firm with deep scientific expertise and a strong
track record of supporting companies developing life-changing therapies.
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 Scheme 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. Scheme 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 are 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 will not make a public
offering of the Scheme 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 Scheme 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 Scheme Shares are further restricted by the terms of the AI/QP Investor
Letter, and any re-offer or resale of any Scheme 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 Scheme 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 Scheme
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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