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, confirms
that the Tender Offer announced by the Company on 20 May 2024 is
now complete as of 24 June 2024. The total value returned to
Shareholders via the Tender Offer is $100 million.
Terms used in this announcement shall have the same meaning as
set out in the Company's Circular in respect of the Tender Offer
dated 20 May 2024.
Pursuant to the terms of the Tender Offer, Jefferies
International Limited (‘’Jefferies’’) purchased 31,540,670 Ordinary
Shares (including Ordinary Shares represented by ADSs) at the fixed
price of 250 pence per Ordinary Share (equivalent to £25.00 per
ADS) (the “Tender Price”) representing an aggregate amount of $100
million. On Monday 24 June 2024, these Ordinary Shares (including
Ordinary Shares represented by ADSs) were subsequently acquired
from Jefferies by the Company on the London Stock Exchange pursuant
to the terms of an Option Agreement at the Tender Price. The
Company intends to cancel the 31,540,670 Ordinary Shares delivered
from Jefferies, which are currently held in treasury.
Settlement of the Tender Offer consideration 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.
Total Voting Rights
Following completion of the Tender Offer and the cancellation of
31,540,670 Ordinary Shares (including Ordinary Shares represented
by ADSs), and in accordance with Rule 5.6.1 of the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules, the
Company’s Issued Ordinary Share Capital as at 24 June 2024 consists
of 239,318,580 Ordinary Shares, all of which carry voting rights.
The Company holds 18,608,909 Ordinary Shares in treasury.
Therefore, the total number of voting rights attaching to Ordinary
Shares in the Company is 239,318,580.
239,318,580 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,
Ordinary Shares to the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
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 Notice
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. 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/20240624996809/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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