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.
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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240623154320/en/
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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