Regulatory Filings • Mar 13, 2018
Regulatory Filings
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NOT FOR ONWARD RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
THIS DOCUMENT DOES NOT CONTAIN NOR CONSTITUTE AN OFFERING OF ANY SECURITIES IN ANY JURISDICTION.
THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains the Resolutions to be voted on at the General Meeting to be held at the offices of DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE on Tuesday 3 April 2018 at 3.00 p.m. If you are in any doubt about the contents of this document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser in your jurisdiction.
If you sell or have sold or otherwise transferred all of your registered holding of Ordinary Shares in the Company, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent who arranged the sale or transfer so they can pass these documents to the person who now holds the Ordinary Shares. However, such documents should not be forwarded for transmission in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your registered holding of Ordinary Shares in the Company, you should retain this document and the accompanying Form of Proxy but immediately contact the stockbroker, bank or other agent through whom the sale was effected.
Neither this document (nor any part of it) nor its distribution shall form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment whatsoever. This document is being sent to you solely for the purpose of convening the General Meeting and to provide information to you as a Shareholder of the Company to help you to decide how to cast your vote in respect of the Resolutions. No reliance may be placed on this document for any other purpose.
The existing Ordinary Shares are admitted to listing on the premium segment of the Official List and to trading on the Main Market. Subject to the Resolutions being passed, applications will be made to the FCA for the Placing Shares to be admitted to listing on the premium segment of the Official List and to the London Stock Exchange for the Placing Shares to be admitted to trading on the Main Market. It is expected that admission of the Placing Shares to the Official List and to trading on the Main Market will occur at 8.00 a.m. on Wednesday 4 April 2018.
(incorporated and registered in England and Wales under number 09582467)
Notice of General Meeting relating to the proposed
Placing of 45,000,000 new Ordinary Shares at 160 pence per share
and
Approval of Related Party Transaction
Peel Hunt LLP
As Joint Bookrunner
As Sponsor, Joint Bookrunner and Broker
Notice of the General Meeting of the Company to be held at the offices of DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE on Tuesday 3 April 2018 at 3.00 p.m. is set out at the end of this document. Whether or not you propose to attend the General Meeting, please complete and submit a Form of Proxy in accordance with the instructions printed thereon. To be valid, the Form of Proxy must be received by 3.00 p.m. on Wednesday 28 March 2018 (or in the case of an adjournment, not later than 48 hours (excluding non-business days) before the time fixed for the holding of the adjourned meeting).
Alternatively, if you would prefer to register your proxy appointment and instructions electronically, full details of how to do so are shown in the notes to the Notice of General Meeting and printed on the Form of Proxy. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish.
This document, including the Notice of General Meeting, should be read in its entirety and in conjunction with the Form of Proxy. Your attention is drawn to the letter from the Chair of the Company which is set out on pages 16 to 28 of this document and which contains a recommendation from the Board that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
Jefferies International Limited which is authorised and regulated in the UK by the FCA, is acting as Sponsor and Broker exclusively for the Company in connection with the publication of this document and as Joint Bookrunner exclusively for the Company in connection with the Placing described in this document and will not be acting for any other person (whether or not a recipient of this document), or be responsible to any other person for providing the protections afforded to Jefferies International Limited's clients or for advising any other person on the Placing, the contents of this document or any matter, transaction or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies International Limited by FSMA or the regulatory regime established thereunder, neither Jefferies International Limited nor its subsidiaries, branches or affiliates make any representation or warranty, expressed or implied, as to the contents of this document and accept no responsibility or liability whatsoever for the accuracy, completeness or verification of, or opinions contained in, this document (or for the omission of any material information) and shall not be responsible or liable for the contents of this document, the accompanying Form of Proxy or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing. Jefferies International Limited and its subsidiaries, branches and affiliates accordingly disclaim all and any responsibility or liability whether direct or indirect and whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement.
Peel Hunt LLP which is authorised and regulated in the UK by the FCA, is acting as Joint Bookrunner exclusively for the Company in connection with the Placing described in this document and will not be acting for any other person (whether or not a recipient of this document), or be responsible to any other person for providing the protections afforded to Peel Hunt LLP's clients or for advising any other person on the Placing, the contents of this document or any matter, transaction or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt LLP by FSMA or the regulatory regime established thereunder, neither Peel Hunt LLP nor its subsidiaries, branches or affiliates make any representation or warranty, expressed or implied, as to the contents of this document and accept no responsibility or liability whatsoever for the accuracy, completeness or verification of, or opinions contained in, this document (or for the omission of any material information) and shall not be responsible or liable for the contents of this document, the accompanying Form of Proxy or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing. Peel Hunt LLP and its subsidiaries, branches and affiliates accordingly disclaim all and any responsibility or liability whether direct or indirect and whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement.
Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering the Resolutions is prohibited. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, Jefferies International Limited or Peel Hunt LLP. None of the above take any responsibility or liability for, and can provide no assurance as to the reliability of, other information that you may be given. Subject to the Listing Rules and the Disclosure Guidance and Transparency Rules, the delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in this document is correct as at any time subsequent to the date of this document. The contents of this document should not be construed as legal, business or tax advice. Each Shareholder should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice respectively.
This document and the information contained herein does not contain or constitute an offer to sell or a solicitation of an offer to subscribe or buy any securities referred to herein in the United States. Any securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States, subject to certain limited exceptions, except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws. Any securities referred to herein may be offered and sold only in "offshore transactions" as defined in and pursuant to Regulation S or in private placement transactions that are exempt from the registration requirements under the Securities Act. No public offering of any securities referred to herein is being made in the United States.
This document and the information contained herein does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an offer or solicitation would be unlawful and any securities referred to herein have not been and will not be registered under the securities laws of Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where any offer of such securities would breach any applicable law, and may not be offered, sold, resold, or delivered, directly or indirectly, within Australia, Canada, Japan or the Republic of South Africa, or in any jurisdiction where it is unlawful to do so, except pursuant to an applicable exemption.
This document is not a prospectus, but a circular prepared in accordance with the Listing Rules. This document has been prepared solely for the purpose of assisting Shareholders to consider the Resolutions, and it is not intended to and does not constitute or form part of any offer or instruction to purchase, subscribe for or sell any shares or other securities in the Company nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract in connection thereto. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions.
No action has been taken or will be taken by the Company, Jefferies or Peel Hunt that would permit an offer of the Placing Shares or possession or distribution of this document or any other publicity material relating to the Placing in any country or jurisdiction where action for that purpose is required, other than the United Kingdom. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Shareholders who are residents or citizens of any country other than the United Kingdom and any persons (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward this document to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.
This document is dated 13 March 2018.
| IMPORTANT INFORMATION | 4 |
|---|---|
| DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS | 6 |
| KEY STATISTICS | 8 |
| EXPECTED TIMETABLE OF KEY EVENTS | 9 |
| DEFINITIONS | 10 |
| GLOSSARY OF TECHNICAL AND SCIENTIFIC TERMS | 14 |
| LETTER FROM THE CHAIR OF PURETECH HEALTH PLC | 16 |
| ADDITIONAL INFORMATION | 29 |
| NOTICE OF GENERAL MEETING | 32 |
Certain statements contained in this document are or may constitute "forward looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management. Generally, the words "anticipate", "believe", "estimate", "expect", "forecast", "intend", "may", "plan", "project", "should" and similar expressions identify forward-looking statements. Such statements reflect the Directors' current views with respect to future events and are subject to known and unknown risks, other uncertainties and other factors which may cause the actual results, performance or achievement of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such known and unknown risks, other uncertainties and other factors include, among others, changes in the credit markets, changes in interest rates, legislative and regulatory changes, changes in taxation regimes, and general economic and business conditions, particularly in the United Kingdom and the United States. No assurance can be given that this information will prove to be correct and such forward looking information included in this document should not be relied upon. The forward looking information included in this document is expressly qualified by this cautionary statement and is made as of the date of this document. Subject to the requirements of applicable laws and regulations, the Prospectus Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU No. 596/2014) and the Takeover Code, the Company does not undertake any obligation to publicly update or revise any forward looking information to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. The market price of the Ordinary Shares may go up or down depending on market and economic conditions.
Unless otherwise indicated, references to pounds sterling, sterling, pounds, pence, p or £ are to the lawful currency of the United Kingdom, references to Euros or € are to the lawful currency of the European Union's Member States and reference to US dollars or \$ are to the lawful currency of the United States.
The rate of exchange used for information in this document is \$1.3885 to £1 and \$1.2313 to €1, as published in the Daily Official List of the London Stock Exchange on 12 March 2018.
This document contains information regarding the Company's business and the market in which it operates and competes, which the Company has obtained from various third party sources. Where information has been sourced from a third party it has been accurately reproduced and, so far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Such information has not been audited or independently verified.
Certain data in this document, including financial, statistical and operating information, has been rounded. As a result of rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data. Percentages have also been rounded and accordingly may not add to 100 per cent.
Unless otherwise stated:
No statement in this document is intended as a profit forecast or profit estimate and no statement in this document should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.
Neither the contents of the Company's website nor of any website accessible via hyperlinks from the Company's website are incorporated into, or form part of, this document and Shareholders and prospective investors should not rely on them.
Defined terms, including all capitalised terms, are defined and explained on pages 10 to 13.
All references to time in this document are, unless otherwise stated, references to time in London, United Kingdom.
| Directors | Mr Joichi Ito (Non-Executive Chair) Ms Daphne Zohar (Chief Executive Officer and Executive Director) Mr Stephen Muniz (Chief Operating Officer and Executive Director) Dr Raju Kucherlapati, PhD (Independent Non-Executive Director) Dr John LaMattina, PhD (Independent Non-Executive Director) Dr Robert Langer, PhD (Non-Executive Director) Dame Marjorie Scardino (Senior Independent Director) Dr Bennett Shapiro, MD (Non-Executive Director) Mr Christopher Viehbacher (Independent Non-Executive Director) |
|---|---|
| Company Secretary | Stephen Muniz |
| Principal place of business | 501 Boylston Street, 6th Floor Boston Massachusetts 02116 |
| Registered Office | 5th Floor 6 St. Andrew Street London EC4A 3AE |
| Sponsor, Joint Bookrunner and Broker | Jefferies International Limited Vintners Place 68 Upper Thames Street London EC4V 3BJ |
| Joint Bookrunner | Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET |
| Legal Advisers to the Company as to English and United States law |
DLA Piper UK LLP 3 Noble Street London EC2V 7EE |
| Legal Advisers to the Sponsor, Joint Bookrunners and Broker as to English and United States law |
Latham & Watkins (London) LLP 99 Bishopsgate London EC2M 3XF |
| Financial Communications | FTI Consulting 200 Aldersgate London EC1A 4HD |
| Auditors | KPMG LLP 15 Canada Square Canary Wharf London E14 5GL |
|---|---|
| Registrars | ComputerShare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ |
| Website | www.puretechhealth.com |
| Placing Price | 160 pence |
|---|---|
| Number of Ordinary Shares in issue prior to the Placing | 237,429,696 |
| Number of Placing Shares being issued by the Company | 45,000,000 |
| Number of Ordinary Shares in issue immediately following Admission (the Enlarged Share Capital) |
282,429,696 |
| Placing Shares as a percentage of the Enlarged Share Capital | 15.9 per cent. |
| Gross proceeds of the Placing | £72.0 million |
| Estimated proceeds receivable by the Company, after expenses | £69.7 million |
| ISIN of Ordinary Shares | GB00BY2Z0H74 |
The key statistics outlined above assume that the Placing Shares are issued, allotted and admitted and that no further Ordinary Shares have been or will be issued other than the Placing Shares and no share options with respect to Ordinary Shares have been issued or will be issued between the date of this document and the Admission of the Placing Shares.
| Announcement of the Placing | Monday 12 March 2018 |
|---|---|
| Dispatch of this document and the Form of Proxy to Shareholders |
Tuesday 13 March 2018 |
| Latest time and date for receipt of Forms of Proxy, votes through e-Proxy and CREST proxy instructions |
3.00 p.m. on Wednesday 28 March 2018 |
| Time and date of General Meeting | 3.00 p.m. on Tuesday 3 April 2018 |
| Announcement of results of General Meeting | Tuesday 3 April 2018 |
| Admission and dealings in the Placing Shares expected to commence on the London Stock Exchange |
8.00 a.m. on Wednesday 4 April 2018 |
| Expected date for CREST stock accounts to be credited for the Placing Shares in uncertificated form (CREST shareholders only) |
Wednesday 4 April 2018 |
| Expected date for dispatch of definitive share certificates for the Placing Shares in certificated form (non-CREST shareholders only) |
week commencing Monday 16 April 2018 |
*All of the dates and times referred to in this document refer to London time and are indicative only and may be subject to change. If any of the details contained in the above expected timetable should change the revised times and dates will be notified to Shareholders by means of an announcement through the Regulatory Information Service. All events listed in the above timetable scheduled to take place following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.
The following definitions apply throughout this document unless the context otherwise requires:
"Act" means the Companies Act 2006 (as amended);
"Admission" means admission of the Placing Shares to listing on the premium listing segment of the Official List and to trading on the Main Market becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards;
"Admission and Disclosure Standards" means the requirements contained in the London Stock Exchange's publication "Admission and Disclosure Standards" containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the Main Market;
"Akili" means Akili Interactive Labs, Inc. a company incorporated in Delaware;
"Alivio" means Alivio Therapeutics, Inc. a company incorporated in Delaware;
"Amgen Ventures" means Amgen Ventures LLC, a company incorporated in Delaware;
"Business Day" means any week day (Saturdays, Sundays and public holidays excepted) when banks in the City of London are open for normal banking business;
"certificated form" or "in certificated form" means an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST);
"CommenSe" means CommenSe Inc., a company incorporated in Delaware;
"Company" or "PureTech Health" means PureTech Health plc, a company registered in England and Wales with registered number 09582467;
"CREST" means the relevant system (as defined in the Uncertificated Securities Regulations 2001, as amended) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in those regulations);
"Directors" or "Board" means the directors of the Company as at the date hereof, being those directors whose names are set out on page 6 of this document;
"Disclosure Guidance and Transparency Rules" means the Disclosure Guidance and Transparency Rules sourcebook made by the FCA under Part VI of FSMA;
"Eli Lilly" means Eli Lilly and Company Limited;
"Enlarged Share Capital" means the Ordinary Share capital of the Company immediately following the issue of the Placing Shares;
"Entrega" means Entrega, Inc., a company incorporated in Delaware;
"FCA" means the UK Financial Conduct Authority;
"Follica" means Follica, Inc., a company incorporated in Delaware;
"Form of Proxy" means the form of proxy which accompanies this document for use in connection with the General Meeting;
"FSMA" means the UK Financial Services and Markets Act 2000, as amended;
"Gelesis" means Gelesis, Inc., a company incorporated in Delaware;
"Gelesis Financing" means the \$30 million financing round undertaken by Gelesis, more particularly described in paragraph 5 of the letter from the Chair of this document;
"General Meeting" means the general meeting of the Company to be held at the offices DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE on Tuesday 3 April 2018 at 3.00 p.m. (or any adjournment thereof);
"Growth Stage Holdings Value" means the aggregate value of PureTech Health's holdings in its growth stage programmes, as further described in note 4 of the notes to PureTech Health's consolidated financial statements for the financial year ended 31 December 2016;
"Glyph" means Glyph Biosciences, Inc., a company incorporated in Delaware;
"Group" means the Company and its subsidiary undertakings;
"Independent Shareholders" means the current Shareholders, except Invesco and its associates;
"Invesco" means Invesco Asset Management Limited acting as agent for its discretionary managed clients;
"Jefferies" means Jefferies International Limited;
"Karuna" means Karuna Pharmaceuticals, Inc., a company incorporated in Delaware;
"Listing Rules" or "LR" means the rules relating to admission to the Official List made in accordance with Section 73A(2) of FSMA;
"London Stock Exchange" means London Stock Exchange plc;
"Main Market" means the main market for listed securities of the London Stock Exchange;
"Member States" means the member states of the European Economic Area;
"Nasdaq" means the NASDAQ Global Select Market;
"Nest Bio" means Nest.Bio Ventures;
"Notice of General Meeting" means the notice convening the General Meeting set out at the end of this document;
"Novartis" means Novartis International Pharmaceutical Ltd;
"Nybo" means Nybo Therapeutics, Inc., a company incorporated in Delaware;
"Official List" means the Official List of the Financial Conduct Authority in accordance with section 74(1) of FSMA;
"OrbiMed" OrbiMed Private Investments VI, LP;
"Ordinary Shares" means the ordinary shares of one pence each in the capital of the Company;
"Peel Hunt" means Peel Hunt LLP;
"Placee" means any person that has conditionally agreed to subscribe for Placing Shares;
"Placing" means the placing of Placing Shares on the terms and subject to the conditions contained in the Placing Agreement;
"Placing Announcement" means the press announcement relating to the Placing released on 12 March 2018;
"Placing Agreement" means the conditional agreement dated 12 March 2018 and made between the Company, Jefferies and Peel Hunt in relation to the Placing;
"Placing Price" means 160 pence per Placing Share;
"Placing Shares" means the 45,000,000 new Ordinary Shares to be issued by the Company pursuant to the Placing;
"Prospectus Directive" means EU Directive (2003/71/EC), including any relevant implementing measure in each Relevant Member State;
"Prospectus Rules" means the prospectus rules made by the FCA under s 73A of FSMA;
"Quan Capital" means Quan Venture Fund I, L.P.;
"Regulation S" means Regulation S under the Securities Act;
"Related Party" means a "related party" as defined in Chapter 11 of the Listing Rules;
"Related Party Resolution" means the second resolution to be proposed at the General Meeting, as set out in the Notice of General Meeting, approving the Related Party Transaction;
"Related Party Transaction" means the proposed subscription by Invesco for 14,365,000 Placing Shares as part of the Placing, as more particularly described in paragraph 5 of the letter from the Chair of this document;
"Relevant Member State(s)" each Member State which has implemented the Prospectus Directive;
"Resolutions" means the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting;
"resTORbio" means resTORbio, Inc. (NASDAQ: TORC), a company incorporated in Delaware;
"Rock Springs Capital" means Rock Springs Capital Master Fund LP;
"Securities Act" means the U.S. Securities Act of 1933, as amended;
"Shareholders" means holders of Ordinary Shares;
"Sonde" means Sonde Health, Inc., a company incorporated in Delaware;
"subsidiary undertaking" is to be construed in accordance with section 1162 and Schedule 7 of the Act, save that an undertaking shall also be treated, for the purposes only of the membership requirement contained in subsections 1162(2)(b) and (d), as a member of another undertaking if any shares in that other undertaking are held by a person (or its nominee) by way of security or in connection with the taking of security granted by the undertaking or any of its subsidiary undertakings;
"The Sync Project" means The Sync Project, Inc., a company incorporated in Delaware;
"Takeover Code" means the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers, as amended from time to time;
"uncertificated form" or "in uncertificated form" means an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertificated Securities Regulations 2001, as amended, may be transferred by means of CREST;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "USA" or "US" means the United States of America, its territories, possessions, any state of the United States of America and the District of Columbia;
"Vedanta Biosciences" means Vedanta Biosciences, Inc., a company incorporated in Delaware;
"Vor" means Vor Biopharma, Inc., a company incorporated in Delaware; and
"Wellcome Trust" means The Wellcome Trust Limited, a company registered in England and Wales.
The following technical and scientific terms apply throughout this document, unless the context requires otherwise:
"acetylcholine" means an organic molecule that acts as a neurotransmitter;
"ADHD" or "attention deficit hyperactivity disorder" means a chronic condition including attention difficulty, hyperactivity, and impulsiveness;
"Alzheimer's disease" means a progressive neurodegenerative disease that causes loss of memory, thinking and language skills, and behavioural changes;
"androgenetic alopecia" means a genetically determined disorder characterised by the gradual loss of hair in a predefined pattern that affects both men and women;
"autism spectrum disorder" means a neurological and developmental disorder that is characterised by challenges with social skills, repetitive behaviours, and communication;
"biologics" means any biological products comprising sugars, proteins, nucleic acids or complex combinations of these substances, or living entities such as cells and tissues;
"biomarker" means a measurable entity whose presence is indicative of the presence, absence or progression of a disease or disorder;
"central nervous system" or "CNS" means the nervous system consisting of brain and spinal cord;
"clinical stage" means any company with a product or product candidate that has been tested in humans in a clinical setting;
"cognitive" means relating to cognition;
"Crohn's disease" means an inflammatory bowel disease in which the digestive tract suffers inflammation;
"depression" means a common but serious mood disorder characterised by feeling sadness, loss of energy and/or loss of interest;
"enzymes" means proteins that catalyse chemical reactions;
"first-in-man" means a trial in which an investigational medical procedure or product is tested for the first time in humans;
"gastrointestinal system" or "GI tract" means the organ system that encompasses the mouth to the anus and is responsible for digesting food stuffs and processing waste;
"GLOW" means Gelesis Loss of Weight;
"glycaemic control" means regulation and maintenance of normal ranges of blood glucose;
"hydrogel" means a gel in which the liquid dispersion medium is made of water;
"immune-mediated disease" means any one of a group of diseases characterised or triggered by dysregulation of the immune system;
"immunosuppression" means the partial or complete suppression of the immune response of an individual;
"indication" means a disease or condition that may be treated by using a specific drug or therapy;
"infectious diseases" means diseases caused by the presence and activity of pathogenic microorganisms (bacteria, fungus, virus, or parasite);
"inflammatory bowel disease" or "IBD" means a broad term that covers conditions with chronic, recurring inflammation of the digestive tract and encompasses two pathologically distinct conditions (Crohn's Disease and ulcerative colitis);
"inflammatory diseases" means a group of diseases characterised by inflammation (a complex biological response of body tissues to pathogens, damaged cells or irritants), and which may result from, or be triggered by, a dysregulation of the normal immune response;
"lymphatic system" means a network of vessels and organs that drain lymph from the tissues into the blood, and produce and store the immune cells that fight infection and disease;
"major depressive disorder" or "MDD" means a type of depression characterised by severe depressive episodes;
"microbiome" means the microorganisms in a particular environment (for example, the body);
"multiple sclerosis" means a neurological condition of the brain and spinal cord, affecting muscle control, vision, balance and causing fatigue, loss of sensation, and numbness;
"muscarinic antagonist" means an agent that blocks the activity of the muscarinic acetylcholine receptor;
"muscarinic receptors" means membrane bound acetylcholine receptors which mediate parasympathetic effects (such as the stimulation of saliva glands and the secretion of digestive enzymes);
"neogenesis" means regeneration of biological tissue;
"peptide" means a compound consisting of two or more amino acids linked in a chain;
"pivotal trial" means a clinical trial or study intended to generate data for marketing approval for a drug or therapy from a regulatory authority;
"preclinical" means any company with a product or product candidate that has not yet been tested in humans in a clinical setting;
"receptors" means a protein, cell or group of cells that are capable of receiving an external signal and generating a response to it;
"schizophrenia" means a chronic and severe mental disorder in which there is a fundamental disconnect between thought, behaviour and emotion leading to an abnormal perception of reality;
"therapeutics" means treatments or therapies;
"trospium chloride" means a muscarinic antagonist, which is an agent that blocks the activity of the muscarinic acetylcholine receptor;
"ulcerative colitis" means an inflammatory bowel disease in which the end of the small bowel and the beginning of the colon suffers inflammation; and
"xanomeline" means small molecule muscarinic acetylcholine receptor agonist originally developed by Eli Lilly.
(incorporated and registered in England and Wales under number 09582467)
5th Floor 6 St. Andrew Street London England EC4A 3AE
Mr Joichi Ito (Non-Executive Chair) Ms Daphne Zohar (Chief Executive Officer and Executive Director) Mr Stephen Muniz (Chief Operating Officer and Executive Director) Dr Raju Kucherlapati, PhD (Independent Non-Executive Director) Dr John LaMattina, PhD (Independent Non-Executive Director) Dr Robert Langer, PhD (Non-Executive Director) Dame Marjorie Scardino (Senior Independent Director) Dr Bennett Shapiro, MD (Non-Executive Director) Mr Christopher Viehbacher (Independent Non-Executive Director)
Tuesday 13 March 2018
Dear Shareholder,
PureTech Health plc (the "Company") today announced that it has conditionally raised £72.0 million (approximately \$100.0 million) before expenses by way of a Placing of 45,000,000 Placing Shares at the Placing Price of 160 pence per share with both new and existing institutional investors. The Placing Price represents a discount of approximately 3.0 per cent. to the closing mid-market price of 165 pence per Ordinary Share at close of business on 12 March 2018 (being the latest practicable date prior to publication of this document). Jefferies is acting as sponsor, corporate broker and, together with Peel Hunt, Joint Bookrunner in respect of the Placing.
Upon Admission, the Company's Enlarged Share Capital will comprise 282,429,696 Ordinary Shares with one voting right per Ordinary Share and the Placing Shares will rank pari passu in all respects with each other and with the existing Ordinary Shares. The Company does not hold any shares in treasury. Therefore, this figure of 282,429,696 Ordinary Shares may be used by Shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Invesco is proposing to participate in the Placing. As Invesco is entitled to exercise more than 10 per cent. of the votes to be cast at general meetings of the Company, it is a "substantial shareholder" (as defined by the Listing Rules) and a Related Party of the Company and its participation in the Placing will constitute a "related party transaction" for the purposes of Chapter 11 of the Listing Rules. Accordingly, the Company is required to seek Shareholder approval for this Related Party Transaction, which is included as the second resolution in the Notice of General Meeting set out at the end of this document.
Shareholder approval is also being sought at the General Meeting to authorise the Directors, pursuant to the Act, to issue and allot the Placing Shares and to do so without first offering them to existing Shareholders on a pre-emptive basis. Approvals for all of the Resolutions will be sought at a General Meeting of the Company to be held at the offices of DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE on Tuesday 3 April 2018 at 3.00 p.m.
The Placing and the Related Party Transaction are conditional, amongst other things, upon Shareholders passing the Resolutions at the General Meeting.
The purpose of this document is to:
Pursuant to the requirement of Chapter 11 of the Listing Rules, Invesco, as a Related Party, will abstain, and has undertaken to take all reasonable steps to ensure that its associates will abstain, from voting on the Related Party Resolution at the General Meeting. Invesco has however, irrevocably undertaken to vote in favour of Resolutions 1 and 3 at the General Meeting. In the event that any of the Resolutions are not passed at the General Meeting, the Placing will not proceed.
PureTech Health is an advanced, clinical-stage biopharmaceutical company developing novel medicines targeting serious diseases that result from dysfunctions in the nervous, immune and gastrointestinal systems (the brain-immune-gut or "BIG axis"). PureTech Health is at the forefront of understanding and addressing the biological processes and crosstalk associated with the BIG axis. By harnessing this emerging field of human biology, the Group is advancing new categories of medicine with the potential to positively impact people with serious diseases.
PureTech Health is advancing a rich pipeline of innovative therapies that includes two programmes that have completed pivotal studies and are anticipated to file for U.S. Food and Drug Administration (the "FDA") approval, multiple human proof-of-concept studies and a number of early clinical and pre-clinical programmes. Several of these programmes are approaching key milestones, any one of which the Directors believe independently could potentially drive significant value for PureTech Health. Similarly, the Directors believe that the Company's extensive pipeline enables many opportunities for value creation while also mitigating the risk associated with the outcome of any one program. The Company has a strong track record of executing on its strategy and delivering on value-driving milestones.
PureTech Health's high-value research and development pipeline is being advanced in collaboration with some of the world's leading scientific experts, who along with PureTech Health's team of biopharma pioneers, entrepreneurs and seasoned Board, identify, invent, and seek to clinically de-risk new medicines. With this experienced team pursuing cutting edge science, PureTech Health is building the biopharma company of the future focused on improving and extending the lives of people with serious disease.
The Company is continuing to execute on its strategy of developing new medicines to address serious diseases affecting the BIG axis. Since PureTech Health's initial public offering on the main market of the London Stock Exchange in June 2015, the Company has successfully achieved several value-driving catalysts, including the following key milestones:
Alzheimer's Disease, completed a key proof-of-concept clinical study showing that its lead program was significantly better-tolerated than xanomeline alone, building on previous efficacy data generated at Eli Lilly, which showed significant improvements in psychosis and cognition in schizophrenia and Alzheimer's with xanomeline. Karuna also secured a translation fund award from the Wellcome Trust of \$3.84 million;
Building on this momentum and significant achievements since the initial public offering on the main market of the London Stock Exchange in June 2015, the Group is planning to continue to execute and deliver value from its growth-stage affiliates while also advancing its next generation of programmes. As a consequence of the recent exciting milestones achieved in various programmes, it is expected that a number of the Company's affiliates will have potential capital inflows over the course of 2018 and 2019.
The Company believes that new research and understanding of both the trafficking signals used by immune cells and the conduits (e.g. the lymphatics) used by immune cells have matured to where it may now be possible to directly modulate the immune system towards specific disease modifying activities. Through a combination of discoveries and innovation fostered both in-house and through collaborations established with leading immunologists and experts in lymphatic biology, the Directors believe that the Company is poised to capitalise on these major areas of insight with potential to advance a new therapeutic paradigm for patients with cancer, autoimmune, and inflammatory diseases.
| PureTech Health's direct and indirect ownership interests in its growth stage affiliates as at |
|---|
| 31 December 2017 are summarised in the table below: |
| Ownership interest (1) | |||
|---|---|---|---|
| Growth stage affiliates | |||
| Akili | 54.32% | ||
| Gelesis | 20.98% | ||
| Vedanta Biosciences | 71.51% | ||
| Karuna | 76.00% | ||
| Follica | 55.63% | ||
| Entrega | 73.87% | ||
| Alivio | 82.84% | ||
| CommenSe | 90.00% | ||
| Sonde | 93.08% | ||
| resTORbio | 34.17% | ||
| Vor | 81.34% | ||
| Nybo | 93.51% |
(1) The relevant ownership interests were calculated on a diluted basis as at 31 December 2017 (resTORbio: 31 January 2018), including issued and outstanding shares, outstanding options and warrants, and written commitments to issue options, but excluding unallocated shares authorised to be issued pursuant to equity incentive plans and any shares issuable upon conversion of outstanding convertible promissory notes. PureTech Health also holds majority stakes in its project stage programmes, while concept stage initiatives are, in effect, wholly owned. Ownership interests when used in this table includes direct and indirect interests held by PureTech Health.
During 2017, the Group continued to make significant progress across its advanced pipeline of seven clinical and seven preclinical programmes focused on the crosstalk and biological processes associated with the BIG axis. During 2017, PureTech Health reported positive clinical results from two pivotal stage affiliates, Akili and Gelesis, and anticipates regulatory filings from both affiliates with the FDA in the first half of 2018:
PureTech Health's other affiliates continued to advance innovative candidates through clinical development:
a) resTORbio advanced its RTB101 and RTB101/RAD001 candidates for the selective inhibition of the target of rapamycin complex 1 (TORC1) pathway into a Phase 2b clinical study in respiratory tract infections in the elderly. The study, which is expected to read out in the second half of 2018, will evaluate the effectiveness of RTB101 alone or in combination with RAD001 in reducing the incidence of respiratory tract infections (RTIs) in elderly patients at increased risk of morbidity and mortality related to RTIs. RTB101 and RAD001 (along with more than 75 issued patents) were in-licensed from Novartis in March 2017 for aging-related indications. These proprietary and selective mTORC1 inhibitors have potential broad application to the treatment of aging-related diseases;
The Group has also grown its internally-funded, immunology-focused pipeline by generating compelling pre-clinical data and securing key intellectual property for:
b) a milk exosome-based technology designed to enable the oral administration of biologics, nucleic acids (e.g. siRNA, mRNA, antisense oligonucleotides), and complex small molecules;
c) a monoclonal antibody therapeutic approach to target newly discovered immunosuppressive mechanisms in pancreatic cancer and other solid tumours; and
More widely in 2017, PureTech Health continued to build on its leading intellectual property position, with more than 100 patents and patent applications issued or filed since 1 January 2017. This brought the Group's total number of owned and licensed patents and applications to more than 400, including:
PureTech Health has a scalable infrastructure capable of supporting the future growth of its business. The Group further strengthened its leadership by adding business, scientific, and commercial leaders to its team, including Bharatt Chowrira, PhD, JD, as President and Chief of Business and Strategy.
The Group had cash reserves* at 31 December 2017 of \$242.1 million (31 December 2016: \$281.5 million), of which \$126.7 million (31 December 2016: \$192.1 million) was held at the Company level. PureTech Health owns approximately 9.8 million of resTORbio's publicly traded common shares, which represented \$147 million at the initial public offering price of \$15.00 and \$156 million based on the final trading price of \$15.90 on 12 March 2018 (being the latest practicable date prior to the publication of this document).
The Directors believe that PureTech Health's Growth Stage Holdings Value increased substantially from 31 December 2016 to 31 December 2017, driven by the noteworthy progress made over the year. Specifically, this sizable increase is due in large part to (i) the resTORbio programme launch with an in-license of lead clinical candidates from Novartis, clinical advancement of those candidates, private financings and a successful initial public offering bringing the PureTech Health holdings value in resTORbio to \$156 million at the final trading price of \$15.90 on 12 March 2018 (being the latest practicable date prior to the publication of this document), (ii) the positive results from the Akili pivotal clinical trial of its lead product candidate, (iii) the positive results from the Gelesis100 pivotal clinical trial of its lead product candidate, (iv) the initiation of Vedanta Biosciences' Phase 1a/1b clinical trial for the treatment of recurrent C. difficile infection and in-licensing of an immuno-oncology candidate, (v) clinical advancement of the Karuna programme, (vi) Entrega's collaboration with Eli Lilly and Company and (vii) new internally-developed and funded immunology programmes not included in the Group's 2016 Net Asset Value.
Despite the notable growth in value, the Board, in consultation with its strategic advisors and key shareholders, has decided not to disclose its internal valuations of its growth stage affiliates going forward, commencing as of 31 December 2017. The Company's view is that such disclosure, on balance, may not be in the best interests of PureTech Health and its shareholders. The Company maintains a conservative approach to valuation and the Company believes that it may be creating an artificially low external benchmark for the programmes and affiliates that may otherwise be ascribed substantially higher valuations by potential partners, investors and acquirers.
The Group's affiliates continued to attract external funding from key partners and investors. Some key financial highlights:
*Cash reserves consists of cash, cash equivalents and U.S. Treasuries, including those with maturities beyond one year. Group cash reserves are inclusive of subsidiaries consolidated within the Group's consolidated statement of financial position as well as affiliates in which the Company owns a minority interest and which are not included in the Group's consolidated statement of financial position.
Over the next 12 months, PureTech Health anticipates reaching several key milestones, including:
d) results anticipated from the resTORbio Phase 2b clinical trial in elderly individuals at increased risk of respiratory tract infections in the second half of 2018;
e) results anticipated from the Vedanta Biosciences VE303 (recurrent C. difficile infections programme) Phase 1 clinical trial in healthy volunteers in the first half of 2018;
The Directors believe that the Group has made excellent progress as it develops innovative new medicines and executes on its goals. As the Group's pipeline deepens and progresses, the Company has identified attractive opportunities within the Group's programmes which would enable it to generate meaningful clinical data and potentially advance its assets to considerable value inflection points and monetisation events. In addition, PureTech Health continues to see substantial opportunities to generate value from the development of internally-funded lymphatic biology-focused discoveries. It is expected that the proceeds of the Placing will enable the Company to pursue these opportunities with the goal of maximising shareholder value.
In order to advance this strategy, the Company intends to use existing cash balances and the net proceeds it receives from the Placing to:
Pursuant to the terms of the Placing Agreement, and subject to the conditions referred to in the Placing Agreement, Jefferies and Peel Hunt have each severally (and not jointly nor jointly and severally) agreed to act as agent for the Company to use its reasonable endeavours to place the Placing Shares with institutional investors.
Pursuant to the terms of the Placing Agreement, the Placing (which is not underwritten) is conditional, amongst other things, upon:
in each case, by no later than 8.00 a.m. on 4 April 2018 (or such time and date as the Company, Jefferies and Peel Hunt may agree.
The Placing Agreement contains customary warranties and indemnities from the Company in favour of Jefferies and Peel Hunt in relation to, amongst other things, the accuracy of the information in this document, certain financial information and other matters relating to the Group and its business. The Placing Agreement is not subject to any right of termination after Admission.
Subject to the terms and conditions of the Placing Agreement, the Company has agreed to pay certain fees and commissions to Jefferies and Peel Hunt and to reimburse expenses related to the Placing.
The Placing Agreement is governed by English Law.
As of 31 December 2017, PureTech Health had cash reserves of \$242.1 million (31 December 2016: \$281.5 million), of which \$126.7 million (31 December 2016: \$192.1 million) was held at the Company level.
Given the Company's business model and the attractive investment opportunities which it has identified, the Directors believe the Company should hold a meaningful cash reserve. It is expected that the proceeds of the Placing will create increased financial flexibility to support the Company's subsidiaries and potentially advance the Group's assets to considerable value inflection points and monetisation events, with a view to maximising value for Shareholders.
Invesco is a Related Party for the purposes of Chapter 11 of the Listing Rules by virtue of it being entitled to exercise more than 10 per cent. of the votes to be cast at general meetings of the Company, and is therefore a substantial shareholder of the Company pursuant to the Listing Rules. Invesco has agreed to subscribe for 14,365,000 Placing Shares as part of the Placing, conditional on Admission.
In addition, on 1 March 2018, the Company announced that Gelesis, a subsidiary of the Company, closed a \$30 million financing round (the "Gelesis Financing"). The funds from this financing will be drawn down by Gelesis in its discretion. Pursuant to the Gelesis Financing, Invesco committed \$18 million of funding through its subscription for equity in Gelesis representing approximately 24.2 per cent. of the total issued Ordinary Share capital of Gelesis (on an undiluted basis) immediately following the completion of the Gelesis Financing. Invesco's participation in the Gelesis Financing, which did not exceed the 5 per cent. percentage ratios for the purposes of the requirements under Chapter 11 of the Listing Rules, was not required to be approved by the Shareholders of the Company at that time and must therefore be aggregated with the Related Party Transaction for the purposes of Rule 11.1.1R of the Listing Rules.
Pursuant to Rule 11.1.11R(2) and Rule 11.1.7R of the Listing Rules, the Company is required to seek Shareholder approval for the latest "related party transaction" being the Related Party Transaction as described above in this paragraph. Resolution 2 as set out in the Notice of General Meeting seeks, by way of ordinary resolution, the approval of Independent Shareholders for the Related Party Transaction.
In accordance with the requirements of Chapter 11 of the Listing Rules, Invesco, as a Related Party, will not vote on Resolution 2 approving the Related Party Transaction and has undertaken to take all reasonable steps to ensure that its associates will not do so either.
The Company has conditionally raised £72.0 million (approximately \$100.0 million), before expenses through the Placing of 45,000,000 Placing Shares at 160 pence per Placing Share with certain existing and new institutional investors. Estimated net proceeds of the Placing are £69.7 million (approximately \$96.8 million). The Placing Price represents a discount of approximately 3.0 per cent. to the Company's closing mid-market price of 165 pence on 12 March 2018 (being the latest practicable date prior to publication of this document).
The holders of existing Ordinary Shares will be diluted by the issue of the Placing Shares. Upon Admission, and assuming the passing of all the Resolutions and no further exercise of options, the Enlarged Share Capital is expected to be 282,429,696 Ordinary Shares. On this basis, Placing Shares issued through the Placing will represent 15.9 per cent. of the Enlarged Share Capital.
The effect of the issue of the Placing Shares (assuming that the Placing is fully subscribed by parties who are not holders of existing Ordinary Shares) will be that holders of existing Ordinary Shares at the date of this document will own 84.1 per cent. of the Enlarged Share Capital following Admission.
It is expected that Admission of the Placing Shares will become effective and that dealings in the Placing Shares on the London Stock Exchange will commence on Wednesday 4 April 2018. Admission is subject to, amongst other things, the passing of the Resolutions at the General Meeting. The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares including the right to receive all future dividends and distributions declared, made or paid with a record date on or after the date of Admission.
The Directors who in aggregate hold 28,477,192 existing Ordinary Shares, representing approximately 11.99 per cent. of the existing issued Ordinary Share capital of the Company, have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting.
In addition, Invesco, which holds 75,796,997 existing Ordinary Shares, representing approximately 31.92 per cent. of the existing issued Ordinary Share capital of the Company, has irrevocably undertaken to vote in favour of Resolutions 1 and 3 at the General Meeting and not to vote on Resolution 2 approving the Related Party Transaction. Invesco has also undertaken to take all reasonable steps to ensure that its associates will not vote on Resolution 2 approving the Related Party Transaction.
Lansdowne Partners (UK) LLP ("Lansdowne"), which acts as the duly authorised investment manager of certain investment funds, holds 23,023,908 existing Ordinary Shares, representing approximately 9.70 per cent. of the existing issued Ordinary Share capital of the Company. Lansdowne has irrevocably undertaken to vote in favour of all the Resolutions at the General Meeting.
A notice convening the General Meeting to be held at the offices of DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE on Tuesday 3 April 2018 at 3.00 p.m. is set out at the end of this document. In accordance with the statutory notice period for general meetings set out in the Act, the General Meeting is to be convened on at least 14 clear days' notice. This position is contrary to the requirements for 14 working days' notice under paragraph E.2.4 of the UK Corporate Governance Code. However, the Directors strongly believe that it is in the best interests of the Company to convene the General Meeting promptly.
At the General Meeting, the following resolutions will be tabled:
"Resolution 1" an ordinary resolution that seeks to give the Directors a specific authority to allot shares in the Company up to a maximum nominal amount of £450,000 in connection with the Placing, which represents approximately 19.0 per cent. of the issued Ordinary Share capital of the Company as at 12 March 2018 (being the latest practicable date prior to the publication of this document).
"Resolution 2" an ordinary resolution to approve the Related Party Transaction for the purposes of the Listing Rules. Resolution 2 is conditional upon the passing of Resolutions 1 and 3.
"Resolution 3" a special resolution that seeks to empower the Directors to allot and issue equity securities for cash in the Company in connection with the Placing without first offering such securities to existing Shareholders, provided that such power shall be limited to the allotment of the Placing Shares up to an aggregate nominal amount of £450,000 which represents approximately 19.0 per cent. of the issued Ordinary Share capital of the Company as at 12 March 2018 (being the latest practicable date prior to the publication of this document). Resolution 3 is conditional upon the passing of Resolution 1.
The authority and the power described in Resolutions 1 and 3 will (unless previously revoked or varied by the Company in the General Meeting) expire on 30 June 2018. The authority and the power described in Resolutions 1 and 3 above are in addition to any similar authority or power previously conferred on the Directors.
If the Resolutions are passed, PureTech Health intends to allot and issue 45,000,000 Placing Shares to Placees through the Placing. As described in paragraph 5 above, Invesco will abstain, and has undertaken to take all reasonable steps to ensure that its respective associates will abstain, from voting on Resolution 2 at the General Meeting but has irrevocably undertaken to vote in favour of Resolution 1 and Resolution 3.
Whether or not you are able to attend the General Meeting, you are asked to complete and return the Form of Proxy to the Company's Registrars or by delivering it in person to: ComputerShare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ not less than 48 hours (excluding any UK non-working days) before the General Meeting. Should you require further assistance please call ComputerShare Investor Services PLC on +44(0)3707071147. Alternatively you may submit your Form of Proxy electronically. Full details are shown in the notes to Notice of General Meeting and printed on the Form of Proxy accordingly.
Any Form of Proxy received after this time shall be treated as invalid. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the General Meeting (in substitution for your proxy vote) should you subsequently decide to do so.
Your Board considers that the proposals described in this document (comprising the Placing and the Related Party Transaction) are in the best interests of the Company and its Shareholders as a whole.
Your Board, which has been so advised by Jefferies, believes that the Related Party Transaction is fair and reasonable so far as Shareholders are concerned. In providing such advice to the Directors, Jefferies has taken into account the Directors' commercial assessments of the Related Party Transaction.
Accordingly, your Board unanimously recommends that you vote in favour of all of the Resolutions to be proposed at the General Meeting, as they have undertaken to do in respect of their own shareholdings of 28,477,192 Ordinary Shares, representing approximately 11.99 per cent of the Company's current issued Ordinary Share capital.
Yours faithfully,
Joichi Ito, Non-Executive Chair
As at 12 March 2018 (being the latest practicable date prior to the publication of this document) in so far as is known to the Company by virtue of the notifications made to it pursuant to the Disclosure Guidance and Transparency Rules, the following person(s) were, directly or indirectly, interested in three per cent. or more of the existing issued Ordinary Share capital of the Company:
| Before Admission* | Expected Following Admission | |||
|---|---|---|---|---|
| Name | No of issued Ordinary Shares |
Percentage of issued Ordinary Shares |
No of issued Ordinary Shares |
Percentage of issued Ordinary Shares |
| Invesco | 75,796,997 | 31.9% | 90,161,997 | 31.9% |
| Lansdowne Partners (UK) LLP | 23,023,908 | 9.7% | 27,520,221 | 9.7% |
| Baillie Gifford & Co | 14,703,766 | 6.2% | 19,703,766 | 7.0% |
| Jupiter Asset Management Ltd. | 12,723,135 | 5.4% | 15,535,635 | 5.5% |
| Recordati SA | 9,554,140 | 4.0% | 9,554,140 | 3.4% |
* The percentages shown are based on the most recent share register analysis or latest date of notification.
The following contracts are all: (i) the material contracts (not being contracts entered into in the ordinary course of business) which have been entered into within the two years prior to the date of this document by members of the Group; and (ii) the contracts (not being contracts entered into in the ordinary course of business) entered into at any time by members of the Group which contain provisions under which any member of the Group has an obligation or entitlement which is or may be material to the Group as at the date of this document:
3.3 an engagement letter between the Company and Peel Hunt dated 8 March 2018 pursuant to which the Company has retained Peel Hunt as Joint Bookrunner in relation to the Placing.
Save as set out below, there has been no significant change in the financial or trading position of the Group since 30 June 2017, being the date to which the Group's latest unaudited financial statements were published:
5.1 Jefferies International Limited (a private limited company) is registered in England and Wales (with company number 01978621) and has its registered office at Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ. Jefferies has given and has not withdrawn its written consent to the issue of this document and the references to its name in this document in the form and context in which they are included.
Copies of the following documents will be available for inspection during normal business hours on any weekdays (Saturdays, Sundays and public holidays excepted) at the Company's registered office, 5th Floor 6 St. Andrew Street, London EC4A 3AE and the offices of DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE, until Admission:
Dated 13 March 2018
(incorporated and registered in England and Wales under number 09582467)
Notice is hereby given that a General Meeting of the Company will be held at the offices of DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE on Tuesday 3 April 2018 at 3.00 p.m., where you will be asked to consider and, if thought fit, pass the resolutions below. Where not otherwise defined, terms included within this notice of General Meeting are as defined in the shareholder circular published by the Company and dated Tuesday 13 March 2018 (the "Circular"). Resolutions 1 and 2 will each be proposed as an ordinary resolution and Resolution 3 will be proposed as a special resolution. Only Independent Shareholders (as defined in the Circular) shall be entitled to vote on Resolution 2. Each of the Resolutions will be taken on a poll.
By order of the Board
Stephen Muniz PureTech Health plc Company Secretary 5th Floor 6 St. Andrew Street London England EC4A 3AE Registered in England and Wales No. 09582467
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