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
Completion of Tender Offer
& Total Voting Rights
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.
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 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.
