| Arix Bioscience PLC (ARIX) THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, 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 IS NOT AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO ACQUIRE, ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION IN WHICH ANY OFFER, SOLICITATION OR SALE OF SECURITIES WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO SECURITIES MAY BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER (OR, IF APPLICABLE, A SELLING SECURITY HOLDER) AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. RTW BIOTECH OPPORTUNITIES LTD DOES NOT INTEND TO MAKE ANY PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. FOR IMMEDIATE RELEASE Legal Entity Identifier: 213800OVT3AHQCXNIX43 23 January 2024 RECOMMENDED ALL-SHARE ACQUISITION OF THE ASSETS OF ARIX BIOSCIENCE PLC ("Arix") BY RTW BIOTECH OPPORTUNITIES LTD ("RTW Bio") Update on the Scheme and Publication of Notice of Second General Meeting On 1 November 2023, the boards of RTW Bio and Arix announced (the "Original Announcement") that they had agreed to the terms of a recommended all-share acquisition of Arix's assets by RTW Bio, via a subsidiary, to be effected through a scheme of reconstruction and the voluntary winding-up of Arix under section 110 of the Insolvency Act 1986 (the "Scheme"). On 5 January 2024, Arix published a circular in relation to the Scheme (the "Circular"), which contains, amongst other things, the full terms and conditions of the Scheme, a letter from the Chairman of Arix, an expected timetable of principal events, notice of the First General Meeting and details of the actions to be taken by Shareholders entitled to vote at the First General Meeting. On 22 January 2024, Arix announced that, following FCA approval of the proposed change of control of Arix in respect of the Share Purchase, the condition to the Scheme set out in paragraph 12.1(c) of Part IV of the Circular had been satisfied. Arix is pleased to announce that the Shareholder circular containing the notice of the Second General Meeting (the "Notice of Second General Meeting"), together with the associated form of proxy (the "Form of Proxy"), is today being sent, or made available, to Shareholders and, for information only, to persons with information rights. The Notice of Second General Meeting contains, amongst other things, a letter from the Chairman of Arix, an updated timetable of principal events, notice of the Second General Meeting and details of the actions to be taken by Shareholders entitled to vote at the Second General Meeting. The Notice of Second General Meeting will be made available on Arix's website at https://arixbioscience.com/investor-relations. A copy of the Notice of Second General Meeting will also be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular. All references in this announcement to times are to times in London, United Kingdom (unless otherwise stated). Notice of Second General Meeting As further detailed in the Circular, the implementation of the Scheme remains subject to, among other things, the approval by Shareholders of the Resolutions to be proposed at the First General Meeting and the Second General Meeting (or any adjournment of those meetings). The Scheme can only become effective if all Conditions to the Scheme, including Shareholder approval, have been satisfied (unless, where applicable, the relevant Condition is waived). The Second General Meeting will be held at Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ at 10.00 a.m. on 12 February 2024, as further detailed in the Notice of Second General Meeting. Shareholders are requested to complete, sign and return the Form of Proxy (once received), or appoint a proxy through the CREST electronic proxy appointment service (as appropriate), for the Second General Meeting (where entitled to do so), as soon as possible. Recommendation The Board, which has been so advised by Jefferies, considers that the Scheme and the Resolutions to be proposed at the General Meetings are in the best interests of Shareholders as a whole. In providing its advice to the Board, Jefferies has taken into account the commercial assessments of the Board. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed at the General Meetings as each of the Directors have irrevocably undertaken to do in respect of their own beneficial holdings, which in aggregate amount to 794,000 Shares, representing approximately 0.6 per cent. of the Company's issued share capital as at the Latest Practicable Date. Shareholders should read the Circular in its entirety and are recommended to read the further information set out in the RTW Bio Prospectus before making a decision with respect to the Scheme. If you have any queries, please call the Registrars, Equiniti, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0371 384 2050 (from within the UK) and +44 (0)371 384 2050 (from outside the UK). Network providers' costs may vary. Calls to the helpline from outside the UK will be charged at the applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Registrars can only provide information regarding the completion of a Form of Proxy and cannot provide you with financial, legal or tax advice. Updated Expected Timetable of Principal Events The Notice of the Second General Meeting contains an updated expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. Subject to obtaining the approval of Shareholders at the General Meetings, and the satisfaction or, where applicable, waiver of the other Conditions, the Scheme is expected to become effective on 12 February 2023. The dates given are indicative only and are based on Arix's current expectations and may be subject to change (including as a result of changes to the process for implementation of the Scheme). If any of the times and/or dates set out in the Appendix change, the revised times and/or dates will be notified by Arix to Shareholders through a Regulatory Information Service. Enquiries:
Important information Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Arix and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Arix for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement or any transaction or arrangement referred to herein. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise. Notice to US Shareholders in Arix This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to any "U.S. persons" (as defined in Rule 902 under the Securities Act), except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. The Consideration Shares will be offered and sold for investment purposes only in the United States or to U.S. Persons (as such terms are defined in Rule 902 of Regulation S promulgated under the Securities Act) under the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in compliance with the applicable securities laws of each state or other jurisdiction in which the offering will be made. Each prospective investor that is within the United States or that is a U.S. Person (as such term is defined in Rule 902 of Regulation S promulgated under the Securities Act) must be both (i) an "accredited investor" as defined in Rule 501(a) of Regulation D of the Securities Act and (ii) a (A) "qualified purchaser" as the term is defined under Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations promulgated thereunder or (B) "knowledgeable employee" as such term is defined in Rule 3c-5(a)(4) promulgated under the 1940 Act. Consideration Shares will be offered and sold outside of the United States to investors that are not U.S. Persons in accordance with Regulation S under the Securities Act. RTW Bio is not registered, and does not intend to be subject to registration, as an investment company under the 1940 Act in reliance upon one or more exclusions or exemptions from registration thereunder. U.S. Shareholders of Arix will be requested to execute an investor letter ("AI/QP Investor Letter"). AI/QP Investor Letters will contain representations and restrictions on transfer designed to assure that the conditions of such exclusions or exemptions will be met. Investors in RTW Bio will therefore not receive the protections afforded by the 1940 Act to investors in a registered investment company. RTW Bio will not make a public offering of the Consideration Shares to satisfy the exclusion from registration as an investment company under the 1940 Act. If RTW Bio is deemed to be an investment company and therefore is required to register under the 1940 Act, such requirement could prohibit RTW Bio from operating in its intended manner and could have a material adverse effect on RTW Bio. The Consideration Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, the 1940 Act and any applicable state and other securities laws, pursuant to registration or an exclusion or exemption therefrom. The transferability of the Consideration Shares will be further restricted by the terms of the AI/QP Investor Letter, and any re-offer or resale of any Consideration Shares in the United States or to U.S. Persons may constitute a violation of U.S. law. U.S. Shareholders of Arix should be aware that they may be required to bear the financial risks of any investment in RTW Bio for an indefinite period of time. RTW Bio reserves the right to refuse to accept any subscriptions, resales or other transfers of Consideration Shares to U.S. Persons or to any person, including on the basis that doing so would risk RTW Bio's loss of an exclusion or exemption under U.S. securities laws (e.g., the Securities Act and the 1940 Act). RTW Bio further reserves the right to require the transfer or redemption of Consideration Shares held by any person for any reason, including circumstances that may prejudice the tax status of RTW Bio, may cause RTW Bio to be in violation of the Securities Act, the 1940 Act or any applicable state securities act or may cause RTW Bio to suffer any pecuniary, fiscal or administrative disadvantage which may be unlawful or detrimental to the interests or well-being of RTW Bio. General If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser. APPENDIX Updated Expected Timetable of Principal Events The dates and times given in the table below in connection with the Scheme are indicative only and are based on the Company's current expectations and may be subject to change (including as a result of changes to the process for implementation of the Scheme). If any of the times and/or dates below change, the revised times and/or dates will be notified by the Company to Shareholders through a Regulatory Information Service.
All references in this announcement to times are to times in London (unless otherwise stated). Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. |
| ISIN: | GB00BD045071 |
| Category Code: | MSCM |
| TIDM: | ARIX |
| LEI Code: | 213800OVT3AHQCXNIX43 |
| OAM Categories: | 3.1. Additional regulated information required to be disclosed under the laws of a Member State |
| Sequence No.: | 298948 |
| EQS News ID: | 1820465 |
| End of Announcement | EQS News Service |
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UK Regulatory announcement transmitted by EQS Group AG. The issuer is solely responsible for the content of this announcement.