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
12 February 2024
RTW Biotech Opportunities Ltd
("RTW Bio" or the "Company")
Update on Arix
Transaction
Further to the announcement on the 30 January
2024, the Company is pleased to note the announcement by Arix
Bioscience Plc ("Arix")
regarding the results of the second general meeting of the
shareholders of Arix (the "Second
General Meeting") held today in connection with the
recommended all-share acquisition of Arix's assets by RTW Bio, via
a subsidiary (the "RTW
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").
The special resolution proposed at the Second
General Meeting to, among other things, place Arix into members'
voluntary liquidation, appoint the liquidators ("Liquidators") and authorise the
Liquidators to exercise certain powers for which the express
sanction of the Arix shareholders is required, was passed by the
requisite majority with 97.84% of votes
cast in favour. As such, Arix has been placed into members'
voluntary liquidation and the Scheme has become effective in
accordance with its terms.
Following the Second General Meeting, Arix, the
Liquidators and the RTW Subsidiary entered into a transfer
agreement, pursuant to which the Liquidators have procured the
transfer of cash, undertakings and other assets of Arix to the RTW
Subsidiary (the "Asset
Transfer") in exchange for the issue of new ordinary shares
in RTW Bio to eligible Arix shareholders. Further information on,
and the full terms and conditions of, the Scheme can be found in
the shareholder circular relating to the Scheme published by Arix
on 5 January 2024.
The Company confirms that 181,901,165 new
ordinary shares of no par value in the capital of RTW Bio (the
"New RTW Bio Shares") will
be allotted to the Liquidators, who will subsequently renounce them
in favour of eligible Arix shareholders, to satisfy the
consideration due under the terms of the Scheme. Admission of the
New RTW Bio Shares to the premium segment of the Official List and
to trading on London Stock Exchange's Main Market is expected to
take place at 8:00am on 13 February 2024 ("Admission").
Subject to Admission, RTW Bio confirms that its
enlarged share capital will consist of 394,290,303 ordinary shares (including
3,003,791 treasury shares), which carry one vote each. The
issued share capital includes 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
342,963,649 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).
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 Bio invests in companies
developing next-generation therapies and technologies that can
significantly improve patients' lives. RTW Bio 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.
About RTW
Investments, LP
RTW Investments, LP is a New York-based, global,
full life-cycle investment firm that focuses on identifying
transformational and disruptive innovations across the
biopharmaceutical and medical technologies sectors. As a leading
partner of industry and academia, RTW combines deep scientific
expertise with a solution-oriented investment approach to advance
emerging medical therapies by building and supporting the companies
and/or academics developing them. For further information about
RTW, please visit www.RTWfunds.com.
Enquiries:
RTW
Biotech Opportunities
Ltd
|
+44 20 7959
6361
|
Woody Stileman
|
ir@rtwfunds.com
|
|
|
BofA
Securities (Sole Financial Adviser, Sponsor & Joint Corporate
Broker to RTW Bio)
|
+44 20 7628
1000
|
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 were 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.