LEI: 549300Q7EXQQH6KF7Z84
16 May 2024
RTW BIOTECH OPPORTUNITIES LTD
(the "Company")
Results of the Annual General Meeting ("AGM")
The Company is pleased to announce that, at the fifth AGM held at 14.00 BST today, 16 May 2024, each of the Resolutions was duly passed without amendment.
The details of each resolution are as follows:
ORDINARY RESOLUTIONS
Resolution 1
IT WAS RESOLVED to receive and consider the Audited Financial Statements, the Directors' report, and the auditor's report for the financial year ended 31 December 2023.
For | 155,157,923 votes |
Against | 6,187 votes |
Withheld | 2,000,475 votes |
Resolution 2
IT WAS RESOLVED to approve the Directors' remuneration for the financial year ended 31 December 2023 as provided in the Directors' report.
For | 155,070,793 votes |
Against | 75,328 votes |
Withheld | 2,018,464 votes |
Resolution 31
IT WAS RESOLVED to re-elect William Simpson as a Director of the Company.
For | 539,838,649 votes |
Against | 13,270 votes |
Withheld | 1,999,179 votes |
Resolution 41
IT WAS RESOLVED to re-elect Paul Le Page as a Director of the Company.
For | 539,837,024 votes |
Against | 14,895 votes |
Withheld | 1,999,179 votes |
Resolution 51
IT WAS RESOLVED to re-elect Bill Scott as a Director of the Company.
For | 539,837,024 votes |
Against | 14,895 votes |
Withheld | 1,999,179 votes |
Resolution 6
IT WAS RESOLVED to re-elect Stephanie Sirota as a Director of the Company.
For | 153,047,444 votes |
Against | 2,117,962 votes |
Withheld | 1,999,179 votes |
Resolution 7
IT WAS RESOLVED to re-appoint KPMG Channel Islands Limited and KPMG LLP as Auditor of the Company.
For | 155,134,937 votes |
Against | 29,173 votes |
Withheld | 2,000,475 votes |
Resolution 8
IT WAS RESOLVED to authorise the Board of Directors to determine the remuneration of the Auditor.
For | 155,151,289 votes |
Against | 13,729 votes |
Withheld | 1,999,567 votes |
As Special business
Resolution 9 IT WAS RESOLVED That the Company be and is hereby authorised, in accordance with section 315 of the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), subject to the Listing Rules made by the United Kingdom Financial Conduct Authority and all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Ordinary Shares (as defined in the Company's Articles) which may be cancelled or held as treasury shares, provided that: i. the maximum number of Ordinary Shares authorised to be purchased under this authority shall be 57,844,388 Ordinary Shares (being 14.99 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date, excluding any treasury shares); ii. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is US$0.01; iii. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than an amount equal to the higher of (a) 5 per cent. above the average mid-market value of the Ordinary Shares on the regulated market where the repurchase is carried out for the five Business Days (as defined in the Company's Articles) prior to the day the purchase is made and (b) the higher of (i) the price of the last independent trade and (ii) the highest current independent bid price, in each case on the regulated market where the purchase is carried out; and
such authority to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2025 (unless previously renewed, revoked or varied by the Company by ordinary resolution), save that the Company may make a contract to acquire Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Ordinary Shares pursuant to such a contract. | ||||||
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Resolution 10 IT WAS RESOLVED That the Company be and is hereby authorised, in accordance with the Company's Articles and the Companies Law, to redeem the 48,322,863 Ordinary Shares in the Company currently held by RTW Biotech Opportunities Operating Ltd, for nil consideration.
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Responses to investors' questions will be posted on the Company's website after the AGM.
¹ The Company notes that the voting rights adjustments under Article 6 and Article 23 of the Company's Articles of Incorporation were used in respect of resolutions 3, 4, and 5, but this did not affect the outcome of the shareholder vote.
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*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.
For Further Information
RTW Investments, LP | +44 (0)20 7959 6361 |
Woody Stileman, Managing Director Krisha McCune, Director, IR |
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Buchanan Communications | +44 (0)20 7466 5107 |
Charles Ryland |
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Henry Wilson |
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Numis |
+44 20 7260 1000 |
Freddie Barnfield |
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Nathan Brown |
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Euan Brown |
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BofA Securities | +44 20 7628 1000 |
Edward Peel |
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Alex Penney |
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Cadarn Capital David Harris | +44 73 6888 3211 |
About Biotech Opportunities Ltd:
RTW Biotech Opportunities Ltd (LSE: RTW & RTWG) is an investment fund focused on identifying transformative assets with high growth potential across the biopharmaceutical and medical technology sectors. Driven by a long-term approach to support innovative businesses, RTW Biotech Opportunities Ltd invests in companies developing next-generation therapies and technologies that can significantly improve patients' lives. RTW Biotech Opportunities Ltd is managed by RTW Investments, LP, a leading healthcare-focused entrepreneurial investment firm with deep scientific expertise and a strong track record of supporting companies developing life-changing therapies.
Visit the website at www.rtwfunds.com/rtw-biotech-opportunities-ltd for more information.
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