THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
SINGAPORE, 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.
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.
24
June 2024
PureTech Health
plc
Results of the Tender
Offer
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 results of the Tender Offer, as set out in the
Shareholder circular published by the Company on 20 May 2024 (the
''Circular'').
Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Circular.
The Tender Offer for the Company's
Ordinary Shares closed 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 closed at 5:00 p.m. New
York City time on Tuesday 18 June 2024 (the "ADS Closing Date").
The maximum aggregate number of
Ordinary Shares (including Ordinary Shares represented by ADSs)
that could be purchased pursuant to the Tender Offer was 33,500,000
Ordinary Shares (including Ordinary Shares represented by ADSs) at
a fixed price of 250 pence per Ordinary Share (equivalent to £25.00
per ADS) (the "Tender Price") for maximum aggregate amount of $100
million. Valid tenders were received in respect of 172,408,704
Ordinary Shares (including Ordinary Shares represented by
ADSs).
As the Tender Offer was
oversubscribed by 140,867,938 Ordinary Shares (including Ordinary
Shares represented by ADSs), not all of the Ordinary Shares
(including Ordinary Shares represented by ADSs) that have been
validly tendered will be accepted and purchased. Therefore, 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, as described in paragraphs 2.14 of Part V of the
Circular.
If any fractions arise from the
scaling-down as stated above, the number of Ordinary Shares
tendered by each Shareholder shall be rounded down to the nearest
whole Ordinary Share (or to nil, as the case may be) and purchased
in the Tender Offer and the balance of the total number of Ordinary
Shares (including Ordinary Shares represented by ADSs) so tendered
by that Shareholder will not be accepted and purchased in the
Tender Offer and will be returned to Shareholders, as described in
paragraphs 2.15 of Part V of the Circular.
In total 31,540,670 Ordinary Shares
(including Ordinary Shares represented by ADSs) will be purchased
in accordance with the terms and subject to the conditions of the
Tender Offer at the Tender Price, for a total cost of $100 million.
This represents approximately 12 per cent of the Issued Ordinary
Share Capital of the Company.
As detailed in the Circular, the
Company will buy back the successfully tendered Ordinary Shares
(including Ordinary Shares represented by ADSs) from Jefferies
International Limited ("Jefferies") and, following such repurchase,
cancel such Ordinary Shares (including Ordinary Shares represented
by ADSs), thereby reducing its total Issued Ordinary Share Capital
and total voting rights from 270,859,250 to 239,318,580 Ordinary
Shares (including Ordinary Shares represented by ADSs), excluding
18,608,909 Ordinary Shares held in treasury. This figure may 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, the Company under
the Transparency Regulations and the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
It is anticipated that the proceeds
will be payable as follows:
Shareholders of Ordinary
Shares
·
the proceeds payable to the Company's Shareholders
for Ordinary Shares held in Certificated Form purchased under the
Tender Offer will be despatched in the form of a cheque by or on 3
July 2024; and
·
the proceeds payable to the Company's Shareholders
for Ordinary Shares in Uncertificated Form purchased under the
Tender Offer will be paid through CREST by or on 25 June
2024.
ADSs Holders
·
the proceeds payable for successfully tendered
Ordinary Shares represented by ADS Holders who hold ADSs on the
books of the Depositary will be despatched in the form of a cheque
by or on 3 July 2024, at the risk of the person entitled thereto;
and
·
the proceeds payable for successfully tendered
Ordinary Shares represented by ADSs held by ADS Holders who hold
ADSs through a bank, broker or other nominee participant of DTC
will be made to DTC by or on 3 July 2024.
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.
All cash payments of proceeds for
successfully tendered Ordinary Shares represented by ADSs under the
Tender Offer will be made (i) by Jefferies in pounds sterling by
CREST payment to the nominee account of the Depositary, in respect
of Ordinary Shares underlying the ADSs, and then (ii) after
conversion thereof by the Tender Agent, in US dollars, (a) in the
case of ADS Holders whose ADSs are held on the books of the
Depositary, by cheque, and (b) in the case of payment to Cede &
Co., as nominee for DTC, by wire transfer issued by a US bank, in
each case in respect of ADSs purchased in the Tender Offer. The
actual amount of US dollars received will depend upon the exchange
rate obtained when such currency is exchanged. In all cases,
fluctuations in the US dollar/pound sterling exchange rate are at
the risk of the tendering ADS Holders who will receive their
consideration in US dollars.
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).
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.
Contact:
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
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.
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, which Shareholders were
advised to read in full.
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.
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, including the
timing of payment and return of Ordinary Shares not accepted for
payment. 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.