Notice of General Meeting
PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech” or the
“Company”), a clinical-stage biotherapeutics company dedicated to
changing the lives of patients with devastating diseases, today
announces the opening of its proposed $100 million tender offer
(the “Tender Offer”).
Tender Offer Highlights
- The Tender Offer opens today 20 May 2024. Subject to the terms
and conditions of the Tender Offer, the Company will purchase for
cash a maximum of $100 million in value of ordinary shares of one
pence each in the capital of the Company (“Ordinary Shares”)
(including Ordinary Shares represented by the Company’s American
Depositary Shares each representing 10 Ordinary Shares
(“ADSs”)).
- The Tender Offer for the Company’s Ordinary Shares will close
at 1:00 p.m. London time on Thursday 20 June 2024 (the “Ordinary
Share Closing Date”), and the Tender Offer for the Company’s ADSs
will close at 5:00 p.m. New York City time on Tuesday 18 June 2024
(the “ADS Closing Date”), unless the Tender Offer is extended.
- The Company is offering to purchase up to 33,500,000 Ordinary
Shares (including Ordinary Shares represented by ADSs) representing
approximately 12 percent of the Company’s issued ordinary share
capital as at 16 May 2024 (being the latest practicable date before
publication of this announcement (“Latest Practicable Date”)) at a
fixed price of 250 pence per Ordinary Share (equivalent to £25.00
per ADS) (the “Tender Price”) up to a maximum aggregate amount of
$100 million. The maximum amount of $100 million will be translated
into a pounds sterling amount on the Ordinary Share Closing Date,
and that pounds sterling amount shall determine the maximum number
of shares to be accepted for payment in the Tender Offer.
- The Tender Price represents a premium of 25 percent to
PureTech’s trailing volume weighted average price per Ordinary
Share over the three days prior to 19 March 2024, the date of the
Company’s initial announcement of the Tender Offer proposals and a
premium of 12.6 percent to the closing price of 222 pence per
Ordinary Share on the Latest Practicable Date.
- If the full $100 million is not returned through the Tender
Offer, then, if there is sufficient surplus, the Company’s board of
directors (“Board”) intends to return such surplus by way of a
special dividend following completion of the Tender Offer, without
interest, less any applicable withholding taxes and subject to
market and industry conditions at the time and any relevant legal
restrictions (the “Special Dividend”).
- Completion of the Tender Offer will be conditional, among other
things, on shareholder approval at a general meeting of the Company
to be held at 11:00 a.m. New York City time (4:00 p.m. London time)
on 6 June 2024 at the Company’s offices at 6 Tide Street, Boston,
Massachusetts, 02210, United States (the “General Meeting”).
- Full details of the Tender Offer are included in a circular to
the Company’s Shareholders (the “Circular”) which will be mailed to
Shareholders and ADS Holders today and available on a website set
up by the Company for the purposes of the Tender Offer. The website
is available at https://investors.puretechhealth.com/tender-offer.
Copies of the Circular will be submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Circular will also be included as an exhibit to the Schedule TO to
be filed with the Securities and Exchange Commission and will be
available for inspection at https://www.sec.gov.
- SHAREHOLDERS AND ADS HOLDERS ARE ADVISED TO CONSULT WITH THEIR
PROFESSIONAL TAX ADVISORS IN CONNECTION WITH CERTAIN US FEDERAL
WITHHOLDING TAX CONSIDERATIONS DESCRIBED IN FURTHER DETAIL BELOW
(SEE “Certain US Federal Income Tax Considerations with Respect to
the Tender Offer”).
Structure of the Tender Offer
The Tender Offer will be implemented on the basis of Jefferies
International Limited (“Jefferies”) acquiring, as principal, the
successfully tendered Ordinary Shares (including Ordinary Shares
represented by ADSs) at the Tender Price. In turn, Jefferies has
the right to require the Company to purchase such Ordinary Shares
(including Ordinary Shares represented by ADSs) from it at the same
Tender Price pursuant to an option agreement entered into between
the Company and Jefferies (the “Option Agreement”). If Jefferies
does not exercise its right to require the Company to purchase such
Ordinary Shares (including Ordinary Shares represented by ADSs),
the Company has the right to require Jefferies to sell such
Ordinary Shares (including Ordinary Shares represented by ADSs) to
it at the same price. The Company intends to cancel the Ordinary
Shares (including Ordinary Shares represented by ADSs) purchased by
it pursuant to the Tender Offer.
Shareholders can decide whether they want to tender all, some or
none of their Ordinary Shares or ADSs in the Tender Offer.
If the aggregate value at the Tender Price of all validly
tendered Ordinary Shares (including Ordinary Shares represented by
ADSs) exceeds $100 million (based on the applicable exchange rate
of US dollars to pounds sterling on the Ordinary Share Closing
Date) or the number of validly tendered Ordinary Shares (including
Ordinary Shares represented by ADSs) exceeds 33,500,000 Ordinary
Shares, then not all of the Ordinary Shares (including Ordinary
Shares represented by ADSs) validly tendered will be accepted and
purchased. In these circumstances, tenders will be scaled down
pro-rata to the total number of Ordinary Shares (including Ordinary
Shares represented by ADSs) so tendered by that shareholder, such
that the total cost of Ordinary Shares (including Ordinary Shares
represented by ADSs) purchased pursuant to the Tender Offer does
not exceed $100 million or the total number of validly tendered
Ordinary Shares (including Ordinary Shares represented by ADSs)
does not exceed 33,500,000 Ordinary Shares.
Certain US Federal Income Tax Considerations with Respect to
the Tender Offer
Shareholders and ADS Holders should consult their
professional tax advisors in connection with the Tender
Offer.
Shareholders and ADS Holders should note that, due to the
circumstances of its formation and the application of Section 7874
of the United States Internal Revenue Code of 1986, as amended
(“Code”), the Company is treated as a US domestic corporation for
US federal income tax purposes. Accordingly, the Company is subject
to US federal income tax as if it were a US corporation, and
distributions made by the Company (including certain payments in
respect of the Tender Offer that are treated as distributions for
US federal income tax purposes) are generally treated as US-source
dividends, as if the Company were incorporated in the US. As a
result, both US Holders and Non-US Holders (each as defined in the
Circular) may be subject to US federal income tax withholding on
receipt of cash proceeds from any tendered Ordinary Shares or ADSs
accepted in the Tender Offer and the Special Dividend (if any).
The attention of Shareholders and ADS Holders is drawn to Part
VI of the Circular, which provides a summary of certain material UK
tax and US federal income tax consequences for Shareholders and ADS
Holders of accepting the Tender Offer or receipt of the Special
Dividend (if any).
All Shareholders and ADS Holders should receive a Section 302
Certification. Copies of the Section 302 Certification, IRS Form
W-9, and IRS Forms W-8, as well the IRS instructions with respect
to such IRS Forms, are also available on the Microsite set up by
the Company for the purposes of the Tender Offer. The Microsite is
available at https://investors.puretechhealth.com/tender-offer.
In consultation with their professional tax advisors regarding
their individual circumstances, Shareholders and ADS Holders should
complete the Section 302 Certification and an IRS Form W-9 or
applicable IRS Form W-8, as applicable, in accordance with the
instructions thereon. Shareholders and ADS Holders should return
the properly completed Section 302 Certification and the IRS Form
W-9 or applicable IRS Form W-8, as applicable, in accordance with
the instructions set forth the Circular, the Tender Form, the
Letter of Transmittal and the Section 302 Certification, as
applicable. Part VI of the Circular also provides additional
information to Shareholders and ADS Holders on the process for
returning a Section 302 Certifications and an IRS Form W-9 or
applicable IRS Forms W-8, as applicable.
The appropriate IRS Form W-9 or Form W-8 should be returned
whether or not a Shareholder plans to participate in the Tender
Offer, if not previously provided. IRS Form W-9 and IRS Form W-8
will also be relevant in connection with the Special Dividend (if
any).
This information is not tax advice, and the Company cannot
advise you with respect to taxes. Shareholders and ADS Holders
should consult their professional tax advisors, in particular
regarding their individual tax position and the exemptions or
reductions of US withholding tax that may be available to them. For
more information, Shareholders and ADS Holders should read the full
text of this announcement of the Tender Offer, the Circular, the
Tender Form, and the Letter of Transmittal.
General Meeting
Implementation of the Tender Offer is conditional upon, amongst
other things, the approval of the shareholders of the resolution
necessary to implement the Tender Offer (the “Resolution”). For
this purpose, the Company is convening the General Meeting for 11
a.m. New York City time (4 p.m. London time) on 6 June 2024 to be
held at 6 Tide Street, Boston, Massachusetts, 02210, United States
to consider and, if thought fit, pass the Resolution to approve the
terms on which the Tender Offer will be effected. A notice
convening the General Meeting is set out at the end of the
Circular.
Participating in the Tender Offer
If you are a Shareholder and hold your Ordinary Shares in
Certificated Form and you wish to tender all or any of your
Ordinary Shares, you should complete the Tender Form in accordance
with the instructions printed on it and in Part V of the Circular
and return it by post in the accompanying reply-paid envelope (for
use in the UK only) to the Receiving Agent, at the Pavilions,
Bridgewater Road, Bristol, BS99 6AH so as to be received by no
later than 1:00 p.m. (London time) on Thursday 20 June 2024,
together with your share certificate(s) in respect of the Ordinary
Shares tendered.
If you are a Shareholder and hold your Ordinary Shares in
Uncertificated Form and you wish to tender all or any of your
Ordinary Shares, you should send the TTE Instruction through CREST
so as to settle by no later than 1:00 p.m. (London time) on
Thursday 20 June 2024.
Any ADS Holder who holds ADSs on the books of the Depositary who
wishes to tender pursuant to the Tender Offer should properly
complete and duly execute a Letter of Transmittal (or facsimile
thereof), together with any required signature guarantees and any
other required documents, and deliver such documents to the tender
agent for the ADSs, Citibank, N.A. (the "Tender Agent"), at the
appropriate address set forth in the Letter of Transmittal so as to
be received no later than 5:00 p.m. (New York City time) on the ADS
Closing Date (unless the Tender Offer is extended). In addition,
the ADRs evidencing the tendered ADSs must be received by the
Tender Agent at the appropriate address or be delivered pursuant to
the procedures for book-entry transfer set forth below (and a
confirmation of receipt of such transfer must be received by the
Tender Agent) so as to be received no later than 5:00 p.m. (New
York City time) on the ADS Closing Date.
If the ADSs are held through a broker, dealer, commercial bank,
trust company or other securities intermediary and the ADS Holder
wishes to participate in the Tender Offer, such ADS Holder should
provide tender instructions in accordance with the instructions
provided by such intermediary in sufficient time so as to ensure
that such intermediary can provide such instructions to the Tender
Agent so as to be received no later than 5:00 p.m. (New York City
time) on the ADS Closing Date (unless the Tender Offer is
extended).
Timetable
A summary expected timetable of principal events is set out in
Appendix I to this announcement.
Shareholder Helpline
If you have any questions about the procedure for tendering
Ordinary Shares, please call Computershare Investor Services PLC on
+44 370 707 4040. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. The helpline is open
between 8:30 a.m. – 5:30 p.m., London time Monday to Friday,
excluding public holidays in England and Wales. Please note that
Computershare Investor Services PLC will be unable to give advice
on the merits of the Tender Offer or to provide financial,
investment or taxation advice.
The Information Agent with respect to the Tender Offer for ADSs
and Ordinary Shares in the United States is Georgeson LLC. If you
are an ADS holder, an ordinary shareholder, bank, broker or
institutional holder in the United States and have questions on how
you can participate in the Tender Offer, please call the
Information Agent at (+1) 866 529 2770 (toll-free) and (+1) 781 896
6940 (from other countries) from 9 a.m. to 8 p.m. New York City
time Monday to Friday, and Saturday from 10 a.m. to 2 p.m. New York
City time.
About PureTech Health PureTech is a clinical-stage
biotherapeutics company dedicated to giving life to new classes of
medicine to change the lives of patients with devastating diseases.
The Company has created a broad and deep pipeline through its
experienced research and development team and its extensive network
of scientists, clinicians and industry leaders that is being
advanced both internally and through its Founded Entities.
PureTech’s R&D engine has resulted in the development of 29
therapeutics and therapeutic candidates, including two that have
received both U.S. FDA clearance and European marketing
authorization and a third (KarXT) that has been filed for FDA
approval. A number of these programs are being advanced by PureTech
or its Founded Entities in various indications and stages of
clinical development, including registration enabling studies. All
of the underlying programs and platforms that resulted in this
pipeline of therapeutic candidates were initially identified or
discovered and then advanced by the PureTech team through key
validation points.
For more information, visit www.puretechhealth.com or connect
with us on X (formerly Twitter) @puretechh.
Additional Information for US Investors The Tender Offer
qualifies as a “Tier II” offer in accordance with Rule 14d-1(d)
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and, as a result, is exempt from certain
provisions of otherwise applicable US statutes and rules relating
to tender offers. US and English law and practice relating to
tender offers are different in certain material respects. The
Company intends to rely on the Tier II exemption from Rule 14e-1(c)
on prompt payment where the Company will follow English law and
practice.
This communication is provided for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell any securities of the Company pursuant to the Tender Offer
or otherwise. The Tender Offer will only be made pursuant to the
Circular and other related materials filed as part of the Tender
Offer Statement on Schedule TO, in each case as may be amended or
supplemented from time to time. The Company’s security holders are
advised to carefully read these documents, and any amendments to
these documents, in their entirety before making any decision with
respect to the Tender Offer, because these documents will contain
important information. The Company’s security holders may obtain
copies of these documents and other documents filed with the SEC
for free at the SEC’s website at www.sec.gov. In addition, the
Company will provide copies of such documents free of charge to its
security holders.
In accordance with normal market practice in the UK and pursuant
to Rule 14e-5(b)(12) under the Exchange Act, the Company or its
nominees or brokers or Jefferies or its affiliates may from time to
time make certain purchases of, or arrangements to purchase
Ordinary Shares outside the United States, otherwise than pursuant
to the Tender Offer, before or during the period in which the
Tender Offer remains open for acceptance, such as in open market
purchases at prevailing prices or privately negotiated purchases at
negotiated prices. Such purchases, or arrangements to purchase will
comply with all applicable rules in the UK, including the Listing
Rules of the FCA and the Admission and Disclosure Standards of the
London Stock Exchange. Any information about such purchases will be
disclosed as required in the UK and the US and, if required, will
be reported via a Regulatory Information Service and will be
available to all investors (including US investors) on the London
Stock Exchange website at www.londonstockexchange.com.
Cautionary Note Regarding Forward-Looking Statements This
press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements contained in this press release that do not relate
to matters of historical fact should be considered forward-looking
statements, including without limitation statements that relate to
our expectations around our therapeutic candidates and approach
towards addressing major diseases, our future prospects,
developments, and strategies, and statements regarding the intent,
belief or current expectations regarding the Tender Offer. The
forward-looking statements are based on current expectations and
are subject to known and unknown risks, uncertainties and other
important factors that could cause actual results, performance and
achievements to differ materially from current expectations,
including, but not limited to, those risks, uncertainties and other
important factors described under the caption "Risk Factors" in our
Annual Report on Form 20-F for the year ended December 31, 2023
filed with the SEC and in our other regulatory filings. These
forward-looking statements are based on assumptions regarding the
present and future business strategies of the Company and the
environment in which it will operate in the future. Each
forward-looking statement speaks only as at the date of this press
release. Except as required by law and regulatory requirements, we
disclaim any obligation to update or revise these forward-looking
statements, whether as a result of new information, future events
or otherwise.
Other Important Notices This announcement is neither an
offer to purchase nor a solicitation of an offer to sell Ordinary
Shares (including Ordinary Shares represented by ADSs). The Tender
Offer is made only pursuant to the Circular, the related Tender
Form with respect to the Ordinary Shares and the related Letter of
Transmittal with respect to the ADSs. The Tender Offer is not being
made to, holders of Ordinary Shares (including Ordinary Shares
represented by ADSs) residing in any jurisdiction in which the
making of the Tender Offer would not be in compliance with the laws
of that jurisdiction. In any jurisdiction where the securities,
"blue sky", or other laws require the Tender Offer to be made by a
licensed broker or dealer, the Tender Offer will be deemed to be
made on behalf of Jefferies International Limited by one or more
registered brokers or dealers licensed under the laws of such
jurisdiction.
Jefferies, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom (“FCA”), is acting
exclusively for the Company as financial advisor and broker in
connection with the Tender Offer and is not, and will not be,
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in
connection with the Tender Offer or any other matters set out in
this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Jefferies under the Financial Services and
Markets Act 2000, as amended or the regulatory regime established
thereunder: (i) neither Jefferies or any persons associated or
affiliated with Jefferies accepts any responsibility whatsoever or
makes any warranty or representation, express or implied, in
relation to the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by, or on behalf of it, the Company or
the directors of the Company, in connection with the Company and/or
the Tender Offer; and (ii) Jefferies accordingly disclaims, to the
fullest extent permitted by law, all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise be found to have in respect of this
announcement or any such statement.
PureTech Health plc
Proposed capital return of $100 million by
way of a Tender Offer at 250 pence per Ordinary Share and Notice of
General Meeting
1. INTRODUCTION
On 18 March 2024, the Company announced that it will receive
approximately $293 million gross proceeds from the sale of its
remaining stake in Karuna Therapeutics, Inc. (“Karuna”) pursuant to
the completed acquisition of Karuna by Bristol Myers Squibb which
has acquired all outstanding common stock of Karuna.
On 19 March 2024, the Company announced a proposed capital
return of $100 million to Shareholders by way of a Tender Offer and
subsequent repurchase of Ordinary Shares (including Ordinary Shares
represented by ADSs) by the Company at a fixed tender price of 250
pence per Ordinary Share. The capital return of $100 million
represents approximately 14 percent of the Company’s market
capitalisation based on the Company’s closing share price as at 18
March 2024, being the date prior to the announcement of the
proposed Tender Offer.
The Company’s $50 million share buyback program completed on 7
February 2024, which, together with the proposed Tender Offer,
would constitute $150 million of capital returned to Shareholders,
representing approximately 20 percent of the Company’s market
capitalisation as at 16 May 2024, being the Latest Practicable Date
before publication of the Circular.
The fixed Tender Price of 250 pence per Ordinary Share
(equivalent to £25.00 per ADS) represents:
- a premium of 25 percent to PureTech’s trailing volume weighted
average price per Ordinary Share over the three days prior to 19
March 2024, the date of PureTech’s initial announcement of the
Tender Offer proposals; and
- a premium of 12.6 percent to the closing price of 222 pence per
Ordinary Share on the Latest Practicable Date.
Shareholders are not required to tender any or all of their
Ordinary Shares (including Ordinary Shares represented by ADSs) if
they do not wish to do so. There is no guarantee that the Tender
Offer will return the full sum of $100 million to Shareholders. If
the full $100 million is not returned through the Tender Offer,
then, if there is sufficient surplus, the Board intends to return
such surplus by way of a special dividend following completion of
the Tender Offer, without interest, less any applicable withholding
taxes and subject to market and industry conditions at the time and
any relevant legal restrictions (the “Special Dividend”).
Shareholder approval for the maximum number of Ordinary Shares
which may be acquired and the fixed price at which Ordinary Shares
may be acquired at a General Meeting to be held at 11:00 a.m. (New
York City time) (4:00 p.m. (London time)) on 6 June 2024. The
Notice of General Meeting is set out in the Circular.
The Circular contains details of the procedure that should be
followed by those Shareholders and ADS Holders wishing to
participate in the Tender Offer.
Shareholders and ADS Holders should note that any amounts
paid to Shareholders or ADS Holders in respect of the Tender Offer
and the Special Dividend (if any) may be subject to US withholding
tax unless the appropriate certifying forms can be provided by such
Shareholder or ADS Holder to establish an exemption from, or a
reduction of, such US withholding tax.
Shareholders and ADS Holders should refer to Part VI of the
Circular for further information on the important tax
considerations in respect of the Tender Offer and Special Dividend
(if any), together with instructions on the arrangements to provide
appropriate certifying forms.
2. TENDER OFFER
2.1 Background to and reasons for the Tender Offer
On 18 March 2024, the Company announced the completion of the
sale of its stocks in Karuna to Bristol Myers Squibb, Inc. (“BMS”)
for a total equity value of approximately $14 billion (the
“Transaction”). The Company received approximately $293 million
gross proceeds from the sale of its Karuna equity position. In
addition, the Company is eligible to receive further milestones and
royalty payments based on certain regulatory and commercial
successes.
On 25 April 2024, the Company published its annual report and
accounts for the year ending 31 December 2023 (“2023 Annual
Report”). The Annual Report included an update on subsequent events
following the financial year end up to 25 April 2024. The Company’s
performance and outlook has continued in line with expectations
since the publication of the 2023 Annual Report.
As stated in the 2023 Annual Report, the Company determines its
capital allocation with a measured approach that balances support
for its current internal and founded entity programs and the
funding of future innovation, with the goal of maximising
Shareholder returns. The Board will assess ongoing opportunities to
improve Shareholder returns, including additional capital returns
to Shareholders from future monetisation events, while maintaining
a cash runway of at least three years to support its internal
programs, founded entities, future innovation and operational
needs. The Board has determined that the Tender Offer would be the
most suitable way of returning a proportion of the proceeds of the
Transaction to Shareholders in a quick and efficient manner, taking
account of the relative costs, complexity and timeframes of the
possible methods available.
Subject to the passing of the Resolution by Shareholders at the
General Meeting, the Directors will give Shareholders the
opportunity to tender Ordinary Shares (including Ordinary Shares
represented by ADSs) through the Tender Offer for cash only. The
Resolution will give the Directors authority to acquire up to
33,500,000 Ordinary Shares at a fixed tender price of 250 pence per
Ordinary Share (the “Tender Price”).
Tenders will only be accepted at the Tender Price. Subject to
satisfaction of the Tender Conditions to the Tender Offer, Ordinary
Shares which are successfully tendered under the Tender Offer will
be purchased at the Tender Price.
If the full amount of the $100 million is not returned through
the Tender Offer, and if there is sufficient surplus, the Board
intends to return such surplus by way of the Special Dividend.
The Issued Ordinary Share Capital on the Latest Practicable Date
was 270,761,077 Ordinary Shares (excluding 18,707,082 Ordinary
Shares held in treasury). If the Tender Offer is implemented in
full, this will result in the purchase and cancellation of up to
33,500,000 Ordinary Shares (including Ordinary Shares represented
by ADSs) (representing approximately 12 percent of the Issued
Ordinary Share Capital of the Company on the Latest Practicable
Date). Shareholders should note that the Issued Ordinary Share
Capital numbers referred to in this paragraph take no account of
any dilution which may be caused by the Share Plans, which is
explained in further detail in the Circular.
2.2 Benefits of the Tender Offer
The Board considered various options for returning cash to
Shareholders and determined that the Tender Offer, together with
any subsequent Special Dividend (if any), would be the most
appropriate means of returning cash to Shareholders. In
particular:
- the Tender Offer provides those Shareholders who wish to sell
Ordinary Shares (including Ordinary Shares represented by ADSs)
with the opportunity to do so at a market-driven price with a
premium as at the Latest Practicable Date;
- the Tender Offer enables those Shareholders who do not wish to
receive capital at this time to maintain their full investment in
the Company;
- the Tender Price represents a premium of 25 percent to
PureTech’s trailing volume weighted average price per Ordinary
Share over the three days prior to 19 March 2024, the date of
PureTech’s initial announcement of the Tender Offer proposals and a
premium of 12.6 percent to the closing price of 222 pence per
Ordinary Share on the Latest Practicable Date;
- the Tender Offer is available to all Shareholders regardless of
the size of their shareholdings; and
- the Tender Offer allows the Company to broaden the scope of the
return of capital to include Ordinary Shares held by those
Shareholders whose Ordinary Shares (including Ordinary Shares
represented by ADSs) might not be purchased by the Company through
a share purchase programme.
2.3 Principal Terms of the Tender Offer
Jefferies will implement the Tender Offer by acquiring, as
principal, the successfully tendered Ordinary Shares (including
Ordinary Shares represented by ADSs) at the Tender Price. Ordinary
Shares (including Ordinary Shares represented by ADSs) purchased by
Jefferies pursuant to the Tender Offer will be purchased as
principal and such purchases will be market purchases in accordance
with the provisions of the Act, the Prospectus Regulation Rules,
the Listing Rules, the rules of the London Stock Exchange, the
Disclosure Guidance and Transparency Rules and the Takeover Code.
Immediately following completion of the Tender Offer, Jefferies
shall exercise its right to sell such Ordinary Shares (including
Ordinary Shares represented by ADSs) to the Company, at the Tender
Price, pursuant to the Option Agreement. If Jefferies does not
exercise its right to require the Company to purchase such Ordinary
Shares (including Ordinary Shares represented by ADSs), the Company
has the right to require Jefferies to sell such Ordinary Shares
(including Ordinary Shares represented by ADSs) to it at the Tender
Price. Purchases of Ordinary Shares by the Company pursuant to the
Option Agreement will also be market purchases in accordance with
the provisions of the Act, the Prospectus Regulation Rules, the
Listing Rules, the rules of the London Stock Exchange, the
Disclosure Guidance and Transparency Rules and the Takeover
Code.
All of the Ordinary Shares (including Ordinary Shares
represented by ADSs) purchased by the Company pursuant to the
Option Agreement in connection with the Tender Offer will be
cancelled. Further details on the Option Agreement are set out in
Part VIII of the Circular.
Shareholders can decide whether they want to tender all, some or
none of their Ordinary Shares (including Ordinary Shares
represented by ADSs) in the Tender Offer.
As at the date of this announcement, it is proposed that a
maximum of 33,500,000 Ordinary Shares (including Ordinary Shares
represented by ADSs) be purchased under the Tender Offer at the
Tender Price, representing approximately 12 percent of the
Company’s Issued Ordinary Share Capital as at 16 May 2024, being
the Latest Practicable Date, for a maximum aggregate amount of $100
million. The maximum amount of $100 million will be translated into
a pounds sterling amount on the Ordinary Share Closing Date, which
pounds sterling amount shall determine the maximum number of shares
to be accepted for payment in the Tender Offer.
Tenders in respect of Ordinary Shares may only be made at the
Tender Price and tenders of ADSs may only be made at the ADS Tender
Price.
Each ADS represents 10 Ordinary Shares. Accordingly, the amount
an ADS Holder will receive for each ADS in respect of which the
underlying Ordinary Shares are successfully tendered under the
Tender Offer will be an amount of £25.00 (twenty five pounds
sterling), being ten times the Tender Price, with such amounts to
be converted by the Tender Agent from pounds sterling into US
dollars and paid to the ADS Holder in US dollars (the “ADS Tender
Price”). For illustrative purposes, the ADS Tender Price is
equivalent to $31.68 per ADS (each of which represents 10 Ordinary
Shares), based on an exchange rate of pounds sterling to US dollars
of £1.00 to $1.2671 (being the exchange rate on the Latest
Practicable Date). The actual amount of US dollars such ADS Holder
receives will depend upon the exchange rate prevailing at the time
the Tender Agent converts the pounds sterling amount into US
dollars.
ADS Holders should be aware that the US dollar/pound sterling
exchange rate that is prevailing on the date on which ADSs are
tendered may be different than the US dollar/pound sterling
exchange rate prevailing at the time the pounds sterling are
converted into US dollars.
Successfully tendered Ordinary Shares that are accepted for
payment will be cancelled.
Shareholders do not have to tender any Ordinary Shares if they
do not wish to do so, and ADS Holders do not have to tender any
ADSs if they do not wish to do so.
ADS Holders should refer to Part VIII of the Circular.
The Tender Offer will close at 1:00 p.m. (London time) on
Thursday 20 June 2024 (and for ADS Holders at 5:00 p.m. (New York
City time) on Tuesday 18 June 2024) and tenders received after
those times (as appropriate) will not be accepted (unless the
Tender Offer is extended).
Shareholders should note that, once tendered, Ordinary Shares
may not be sold, transferred, charged, or otherwise disposed of
other than in accordance with the Tender Offer.
Shareholders who are in any doubt as to the contents of this
announcement or as to the action to be taken should immediately
consult their stockbroker, bank manager, solicitor, accountant, or
other independent financial advisor authorised under FSMA, if
taking advice in the UK or, if resident in another jurisdiction,
from another appropriately authorised independent financial or
professional advisor.
2.4 Number of Ordinary Shares to be purchased
If the aggregate value at the Tender Price of all validly
tendered Ordinary Shares (including Ordinary Shares represented by
ADSs) exceeds $100 million (based on the applicable exchange rate
of US dollars to pounds sterling on the Ordinary Share Closing
Date), or the number of validly tendered Ordinary Shares (including
Ordinary Shares represented by ADSs) exceeds 33,500,000 Ordinary
Shares, acceptances of validly tendered Ordinary Shares (including
Ordinary Shares represented by ADSs) will be scaled-down pro-rata
to the total number of Ordinary Shares (including Ordinary Shares
represented by ADSs) so tendered by that Shareholder, as described
in paragraphs 2.14 and 2.15 of Part V of the Circular. Accordingly,
where scaling-down applies, there is no guarantee that all of the
Ordinary Shares (including Ordinary Shares represented by ADSs)
which are tendered will be accepted for purchase.
Successfully tendered Ordinary Shares will be purchased free of
commission and dealing charges.
Any Ordinary Shares repurchased by the Company from Jefferies
following the purchase by Jefferies will be cancelled. Any rights
of Shareholders who choose not to tender their Ordinary Shares or
ADSs will be unaffected.
Subject to any applicable law and regulatory requirements
(including the rules and regulations of the London Stock Exchange
and SEC), the Company reserves the right at any time prior to the
expiration of the Tender Offer, and with the prior consent of
Jefferies, to extend the period during which the Tender Offer is
open, based on market conditions and/or other factors.
2.5 Circumstances in which the Tender Offer may not
proceed
There is no guarantee that the Tender Offer will take place. The
Tender Offer is conditional on, among other things:
- the passing of the Resolution at the General Meeting;
- receipt of valid tenders in respect of at least 2,707,611
Ordinary Shares (including Ordinary Shares represented by ADSs)
(representing approximately one percent of the Issued Ordinary
Share Capital of the Company as at the Latest Practicable Date) by
1:00 p.m. on the Ordinary Share Closing Date (unless the Tender
Offer is extended);
- Jefferies being satisfied, acting reasonably, that, at all
times up to immediately prior to the announcement of the results of
the Tender Offer, the Company has complied with its obligations,
and is not in breach of any of the representations and warranties
given by it, under the Option Agreement;
- the Company continuing to have sufficient profits available for
distribution to acquire, under the Option Agreement, the Ordinary
Shares purchased by Jefferies pursuant to the Tender Offer;
- there not arising any material adverse change or certain other
force majeure events prior to the closing of the Tender Offer;
and
- certain other Tender Conditions as set out in paragraph 2.1 of
Part V of the Circular.
The Company has reserved the right at any time prior to the
expiration of the Tender Offer, with the prior consent of
Jefferies, to extend the period during which the Tender Offer is
open and/or vary the aggregate value of the Tender Offer, based on
market conditions and/or other factors, subject to compliance with
applicable legal and regulatory requirements. Any such decision
will be announced by the Company through a Regulatory Information
Service and by a press release in the US.
The Company may terminate the Tender Offer if the Company
concludes, in its reasonable discretion, one or more of the Tender
Conditions set out in paragraph 2.1 of Part V of this Tender Offer
have not been satisfied.
2.6 Results announcement
As set out in the expected timetable below, it is expected that
the results of the Tender Offer will be announced on 24 June 2024,
subject to the satisfaction of the Tender Conditions. Settlement is
then expected to take place as set out in the timetable.
2.7 Full terms and conditions of the Tender Offer
Full details of the Tender Offer, including the terms and
conditions on which it is made, are set out in Part V of the
Circular. Some questions and answers related to the Tender Offer
are set out in Part IV of the Circular.
Further details of the Tender Offer in respect of the ADSs,
including some questions and answers relating to the tender of the
Ordinary Shares represented by ADSs and certain terms and
conditions on which the Tender Offer is made in respect of the
ADSs, are set out in Part VIII of the Circular.
3. GENERAL MEETING TO APPROVE THE RESOLUTION
The Tender Offer requires the approval by Shareholders of the
Resolution at the General Meeting. For this purpose, the Company is
convening the General Meeting for 11:00 a.m. (New York City time)
(4:00 p.m. (London time)) on 6 June 2024 to be held at 6 Tide
Street, Boston, Massachusetts, 02210, United States to consider
and, if thought fit, pass the Resolution to authorise and to
approve the terms on which the Tender Offer will be effected. A
notice convening the General Meeting is set out at the end of the
Circular.
The General Meeting has been convened to consider and, if
thought fit, approve a resolution authorising the Company to
purchase up to a maximum of 33,500,000 Ordinary Shares,
representing approximately 12 percent of the Issued Ordinary Share
Capital as at the Latest Practicable Date.
The Company will not purchase Ordinary Shares pursuant to the
Tender Offer unless the Resolution is duly passed.
A summary of action to be taken by Shareholders in connection
with the General Meeting is set out in paragraph 9 of Part III of
the Circular, together with the notes to the Notice of General
Meeting as set out in Part X of the Circular.
4. TAX
Shareholders and ADS Holders should note that, due to the
circumstances of its formation and the application of Section 7874
of the United States Internal Revenue Code of 1986, as amended
(“Code”), the Company is treated as a US domestic corporation for
US federal income tax purposes. Accordingly, the Company is subject
to US federal income tax as if it were a US corporation, and
distributions made by the Company (including certain payments in
respect of the Tender Offer that are treated as distributions for
US federal income tax purposes) are generally treated as US-source
dividends. As a result, both US Holders and Non-US Holders may be
subject to US federal income tax withholding on receipt of cash
proceeds from any tendered Ordinary Shares or ADSs accepted in the
Tender Offer and the Special Dividend (if any).
The attention of Shareholders is drawn to Part VI of the
Circular, which provides a summary of certain material UK tax and
US federal income tax consequences for Shareholders of accepting
the Tender Offer or receipt of the Special Dividend (if any). Part
VI also provides additional information to Shareholders on Section
302 Certifications, IRS Form W-9 and IRS Form W-8.
This information is not tax advice. Shareholders and ADS Holders
should consult their professional tax advisors, in particular
regarding their individual tax position and the exemptions or
reductions of US withholding tax that may be available to them.
5. OVERSEAS SHAREHOLDERS
The attention of Shareholders who are not resident in, or
nationals or citizens of, the United Kingdom is drawn to paragraph
5 of Part V of the Circular.
6. BOARD INTENTIONS
The Company’s Chief Executive Officer, Dr Bharatt Chowrira, has
confirmed that he does not intend to tender any of his current
individual beneficial holding of Ordinary Shares through the Tender
Offer. The remainder of the Board, comprising the Company’s interim
chair and the Company’s non-executive directors, are each
considering their individual position and may tender Ordinary
Shares of which they are the registered or beneficial holder, or
otherwise hold on trust as trustees (as applicable), under the
Tender Offer.
7. RECOMMENDATION BY THE BOARD
The Directors consider that the Tender Offer is in the best
interests of the Shareholders as a whole. Accordingly, the Board
recommends that Shareholders vote in favour of the Resolution, as
the Directors intend to do for their respective individual
beneficial holdings of, in aggregate, 7,938,094 Ordinary Shares,
representing approximately 3 per cent. of the Issued Ordinary Share
Capital of the Company as at the Latest Practicable Date.
The Board makes no recommendation to Shareholders in relation to
participation in the Tender Offer itself. Whether or not
Shareholders decide to tender all, or any, of their Ordinary Shares
(including Ordinary Shares represented by ADSs) will depend on,
among other things, their view of the Company’s prospects and their
own individual circumstances, including their own financial and tax
position. Shareholders are required to take their own decision and
are recommended to consult with their duly authorised independent
financial or professional advisor.
Appendix I
Expected Timetable
Announcement of launch of the Tender
Offer, publication of the Circular and the Notice of General
Meeting
20 May 2024
File Schedule TO with the SEC
20 May 2024
Tender Offer opens
20 May 2024
Latest time and date for receipt by the
Depositary of voting instructions in respect of ADSs for the
General Meeting
10:00 a.m. New York City time on
31 May 2024
Latest time and date for receipt of Forms
of Proxy for the General Meeting
11:00 a.m. New York City time
(4:00 p.m. London time) on 4 June 2024
General Meeting
11:00 a.m. New York City time
(4:00 p.m. London time) on 6 June 2024
Announcement of results of the General
Meeting
6 June 2024
Latest time and date for receipt by Tender
Agent of Letters of Transmittal for ADSs and book-entry transfer of
ADSs
5:00 p.m. New York City time on
18 June 2024
Latest time and date for receipt of Tender
Forms and share certificates in relation to the Tender Offer
1:00 p.m. London time on 20 June
2024
Latest time and date for receipt of TTE
Instructions in relation to the Tender Offer
1:00 p.m. London time on 20 June
2024
Announcement of results of the Tender
Offer
24 June 2024
Purchase of Ordinary Shares under the
Tender Offer
24 June 2024
CREST accounts credited with Tender Offer
proceeds in respect of uncertificated Ordinary Shares
by 25 June 2024
CREST accounts credited for revised,
uncertificated holdings of Ordinary Shares (or, in the case of
unsuccessful tenders, for entire holdings of Ordinary Shares)
by 25 June 2024
Cheques despatched in respect of Tender
Offer proceeds for Certificated Ordinary Shares
by 3 July 2024
Credit of proceeds in respect of
book-entry ADSs
by 3 July 2024
Despatch of balance of ADSs
by 3 July 2024
Cheques despatched in respect of Tender
Offer proceeds for Certificated ADSs
by 3 July 2024
Return of share certificates in respect of
unsuccessful tenders of Certificated Ordinary Shares
by 3 July 2024
Despatch of balancing share certificates
(in respect of Certificated Ordinary Shares) for revised,
certificated holdings in the case of partially successful
tenders
by 3 July 2024
Notes: The dates and times set forth above are in
accordance with English law and practice and are subject to the
Company’s right or, upon certain conditions set forth in the US
securities laws, the Company’s obligation to extend or amend the
Tender Offer.
References to times in this timetable are to London time
(British Summer Time (BST)) or New York City time (Eastern Daylight
Time (EDT)) (as stated).
Definitions
The following definitions apply throughout this announcement,
unless stated otherwise:
Act
the Companies Act 2006 of England and
Wales, as amended from time to time
ADR
American Depositary Receipt representing
ADSs
ADS
American Depositary Share, each
representing 10 Ordinary Shares
ADS Closing Date
5:00 p.m. New York City time on Tuesday 18
June 2024, unless the Tender Offer is extended
ADS Holders
the holder(s) of ADSs from time to
time
ADS Tender Price
an amount of £25.00 (twenty five pounds
sterling), being ten times the Tender Price, with such amounts to
be converted by the Tender Agent from pounds sterling into US
dollars and paid to the ADS Holder in US dollars
BMS
Bristol Myers Squibb, Inc.
Board
the Company’s board of directors as at the
date of this announcement
Certificated Form or Certificated
a share, title to which is recorded in the
relevant register of the share concerned as being held in
certificated form (that is, not in CREST)
Circular
the document mailed on the date of this
announcement to the Shareholders and ADS Holders with details of
the Tender Offer
Code
the United States Internal Revenue Code of
1986, as amended
Company
PureTech Health plc, a public limited
company incorporated in England with registered number 09582467 and
registered office C/O Tmf Group, 13th Floor, One Angel Court,
London, EC2R 7HJ, United Kingdom
Company’s Registrar’s Helpline
+44 (0)370 707 4040, the helpline
available to Shareholders in connection with the Tender Offer in
respect of Ordinary Shares and operated by Computershare Investor
Services PLC, in its capacity as, the Company’s Registrar and
Receiving Agent
Company’s Registrar
Computershare Investor Services PLC
CREST
the paperless settlement procedure
operated by Euroclear enabling system securities to be evidenced
otherwise than by certificates and transferred otherwise than by
written instrument
Depositary
Citibank, N.A., located at 388 Greenwich
Street, New York, New York, 10013, United States
Directors
the directors of the Company on the date
of this announcement (or, where the context requires, the directors
of the Company from time to time)
Euroclear
Euroclear UK & International Limited,
the operator of CREST
Exchange Act
United States Securities Exchange Act of
1934, as amended
FCA
the Financial Conduct Authority of the
United Kingdom
FSMA
the Financial Services and Markets Act
2000, as amended from time to time
General Meeting
the general meeting of the Company to be
held at 6 Tide Street, Boston, Massachusetts, 02210, United States,
at 11:00 a.m. (New York City time) (4:00 p.m. (London time) on 6
June 2024, or any adjournment thereof, notice of which is set out
in the Circular
Information Agent
Georgeson LLC of 1290 avenue of the
Americas, 9th floor, New York, NY 10104, United States
Issued Ordinary Share Capital
the Company’s issued ordinary share
capital, excluding any treasury shares from time to time
Jefferies
Jefferies International Limited
Karuna
Karuna Therapeutics, Inc.
Latest Practicable Date
16 May 2024, being the latest practicable
date prior to this announcement
Letter of Transmittal
the Letter of Transmittal issued with the
Circular to registered ADS Holders in connection with the Tender
Offer
Listing Rules
the listing rules made under Part VI of
FSMA (and contained in the FCA’s publication of the same name), as
amended from time to time
London Stock Exchange
London Stock Exchange plc
Non-US Holder
has the meaning given to it in paragraph
1.5 of section B of Part VI of the Circular
Notice of General Meeting
the notice of the General Meeting which
appears in Part X of the Circular
Option Agreement
the option agreement dated 20 May 2024,
between Jefferies and the Company
Ordinary Share Closing Date
1:00 p.m. London time on Thursday 20 June
2024 in respect of Ordinary Shares, unless the Tender Offer is
extended
Ordinary Shares
the ordinary shares of one pence each in
the capital of the Company
Overseas Shareholders
a Shareholder who is a resident in, or a
national or citizen of, a jurisdiction outside the United
Kingdom
Prospectus Regulation Rules
the prospectus regulation rules made under
Part VI of FSMA (and contained in the FCA’s publication of the same
name), as amended from time to time
Receiving Agent
Computershare Investor Services PLC, at
The Pavilions Bridgwater Road, Bristol, BS99 6AH, United
Kingdom
Register
the Company’s register of members
Regulatory Information Service
a service approved by the FCA for the
distribution to the public of regulatory announcements and included
within the list maintained on the FCA’s website
Resolution
the special resolution to be proposed at
the General Meeting, as set out in the Notice of General
Meeting
SEC
the United States Securities and Exchange
Commission
Section 302 Certification
means the Section 302 Certification of
Treatment of Tender Payment made available to holders of Ordinary
Shares and ADS
Shareholders
the holders of the Ordinary Shares or
ADSs, as applicable, from time to time
Special Dividend
a special dividend that may be returned
following completion of the Tender Offer if the full $100 million
is not returned through the Tender Offer and the Board determines
there is sufficient surplus to return such, without interest, less
any applicable withholding taxes and subject to market and industry
conditions at the time and any relevant legal restrictions
Takeover Code
the City Code on Takeovers and Mergers
Tender Agent
Citibank, N.A., located at 388 Greenwich
Street, New York, New York, 10013, United States
Tender Conditions
the conditions of the Tender Offer as set
out in Part V and Part VIII of the Circular
Tender Form
the form enclosed with the Circular for
use by Ordinary Shareholders who hold Ordinary Shares in
Certificated form in connection with the Tender Offer
Tender Offer
the invitation to Shareholders to tender
Ordinary Shares (including Ordinary Shares represented by ADSs) on
the terms and conditions set out in the Circular (and, where the
context so requires, the associated repurchase of such Ordinary
Shares by the Company from Jefferies)
Tender Price
250 pence being the price per Ordinary
Share (equivalent to £25.00 per ADS)
Transaction
the acquisition by BMS of the Company’s
stocks in Karuna for a total equity value of approximately $14
billion
Uncertificated Form or Uncertificated
a share recorded on the Register as being
held in uncertificated form in CREST and title to which, by virtue
of the Uncertified Securities Regulations, may be transferred by
means of CREST
United Kingdom or UK
the United Kingdom of Great Britain and
Northern Ireland, its territories and dependencies
United States, US or USA
the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia
US dollar or USD or US$ or $
the lawful currency of the United
States
US Holders
has the meaning given to it in paragraph
1.4 of section B of Part VI of the Circular
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE
REGULATION (EU 596/ 2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
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PureTech Health plc Public Relations
publicrelations@puretechhealth.com Investor Relations
IR@puretechhealth.com
Jefferies International Limited Ed Matthews +44 (0)20
7548 4107 ematthews1@jefferies.com Jee Lee +44 (0)20 7029 8545
Jee.Lee@jefferies.com
UK/EU Media Ben Atwell, Rob Winder +44 (0) 20 3727 1000
puretech@fticonsulting.com
US Media Nichole Bobbyn +1 774 278 8273
nichole@tenbridgecommunications.com
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