REG-BACIT Limited: Result of Capital Raising <Origin Href="QuoteRef">BACT.L</Origin>

SynconaAnnouncement

15/12/2016 07:05

15 December 2016

This announcement is for information purposes only and does not contain or
constitute an offer of, or the solicitation of an offer to buy, any securities
referred to herein to any person in any jurisdiction, including the United
States, Australia, Canada, Japan or South Africa. Neither this announcement
nor anything contained herein shall form the basis of, or be relied upon in
connection with any offer or commitment whatsoever in any jurisdiction.

This announcement is an advertisement and not a prospectus. It does not
constitute an offer of securities for sale or subscription in any
jurisdiction. Investors should not subscribe for or purchase any securities
referred to in this announcement except in compliance with applicable
securities laws.

BACIT LIMITED ("BACIT" OR THE “COMPANY”)

RESULT OF CAPITAL RAISING

Further to the announcement yesterday regarding the results of the
Extraordinary General Meeting, the Company is pleased to announce the
successful completion of the capital raise announced on 28 November 2016. 
After taking account of the liquidity facility offered to shareholders, the
Company has raised primary gross proceeds of £357.1 million under the Firm
Placing, Placing and Open Offer (the "Issue") which will be used to make
further investments. 

Pursuant to the Firm Placing, and in respect of the acquisitions announced on
28 November 2016, the Company has issued 243,461,685 New Ordinary Shares to
Wellcome Trust and 20,872,732 New Ordinary Shares to Cancer Research UK.
Pursuant to the Placing and Open Offer, the Company has issued a further
7,914,205 New Ordinary Shares to investors after satisfying in full the
liquidity elections of 58,993,047 Ordinary Shares. As a result of the Issue,
Wellcome Trust will have 37.0 per cent. ownership of the Company and Cancer
Research UK will have 3.2 per cent. ownership of the Company. Both Wellcome
Trust and Cancer Research UK are subject to a 24 month shareholding lock-up.

Application has been made for the 272,248,622 New Ordinary Shares to be
admitted to the Official List of the UK Listing Authority and to trading on
the London Stock Exchange’s main market for listed securities with effect
from 8.00 a.m. on 19 December 2016. Thereafter, the Company will have a total
of 658,387,407 shares issued and outstanding.

The Company will make a further announcement in due course in respect of the
timing of its change of name and change of ticker.

Tom Henderson, Founder of BACIT, said:

“This is a great day for patients, for British science and for investors. I
would like to take this opportunity to thank the BACIT managers and the BACIT
shareholders for their support of this exciting transaction.”

Martin Murphy, CEO of Syncona, said:

“This transaction has created an exciting healthcare platform for long-term
life science investing, aligned with the Wellcome Trust and CRUK, two of the
UK’s premier charitable funders. We are looking forward to working alongside
the team at BACIT to deliver attractive returns for shareholders and make a
real difference for patients.”

Terms used in this announcement shall have the same meaning as set out in the
Prospectus and Circular published by the Company on 28 November 2016. 

For further information please contact:

Northern Trust International Fund Administration Services (Guernsey) Limited
Tel: +44 (0) 1481 745 001

J.P. Morgan Cazenove, Bookrunner
William Simmonds
James Mitford
Tel: +44 (0) 207 742 4000

Tulchan Communications
Doug Campbell
Siobhan Weaver
Tel: +44 (0) 207 353 4200

Temple Bar Advisory
Ed Orlebar
Tel: +44 (0) 7738 724 630

Important Notices

Neither this announcement nor any copy of it may be made or transmitted into
the United States of America (including its territories or possessions, any
state of the United States of America and the District of Columbia) (the
"United States"), or distributed, directly or indirectly, in the United
States. Neither this announcement nor any copy of it may be taken or
transmitted directly or indirectly into Australia, Canada, Japan or South
Africa or to any persons in any of those jurisdictions, except in compliance
with applicable securities laws. Any failure to comply with this restriction
may constitute a violation of United States, Australian, Canadian, Japanese or
South African securities laws. The distribution of this announcement in other
jurisdictions may be restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any such
restrictions. This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to purchase
or subscribe for securities in the United States, Australia, Canada, Japan or
South Africa or in any jurisdiction to whom or in which such offer or
solicitation is unlawful.

The Company has not been and will not be registered under the US Investment
Company Act of 1940, as amended. In addition, the New Ordinary Shares have not
been and will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and, subject to certain
exceptions, may not be offered, sold, pledged, or otherwise transferred,
directly or indirectly, in or into the United States or to or for the account
or benefit of US persons (as such terms are defined in Regulation S under the
Securities Act ("Regulation S")). There will be no public offer of the New
Ordinary Shares in the United States.

The securities to which this announcement relates have not been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any United States regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of
the offering of the New Ordinary Shares or the accuracy of adequacy of this
announcement. Any representation to the contrary is a criminal offence in the
United States.

The securities referred to herein have not been registered under the
applicable securities laws of Australia, Canada, Japan or South Africa and,
subject to certain exceptions, may not be offered or sold within Australia,
Canada, Japan or South Africa or to any national, resident or citizen of
Australia, Canada, Japan or South Africa.

J.P. Morgan Cazenove is authorised by the Prudential Regulation Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan
Cazenove is acting exclusively for the Company and no one else in connection
with the Proposals, and will not regard any other person as their respective
clients in relation to the Proposals and will not be responsible to anyone
other than the Company for providing the protections afforded to their
respective clients nor for providing advice in relation to the Proposals, the
contents of this announcement or any transaction, arrangement or other matter
referred to herein.



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