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.
20
May 2024
PureTech Health
plc
Launch of Proposed $100
million Tender Offer at 250 pence per Ordinary
Share
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.
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.
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:
A. the passing of
the Resolution at the General Meeting;
B. 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);
C. 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;
D. 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;
E. there not
arising any material adverse change or certain other force majeure
events prior to the closing of the Tender Offer; and
F. 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.
