TIDMRTW
RNS Number : 8280Y
RTW Biotech Opportunities Ltd
05 January 2024
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 LIMITED DOES NOT
INT 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.
5 January 2024
RECOMMED ALL-SHARE ACQUISITION OF THE ASSETS OF
ARIX BIOSCIENCE PLC ("Arix")
BY
RTW BIOTECH OPPORTUNITIES LTD ("RTW Bio")
Publication of Prospectus
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").
RTW Bio is pleased to announce, further to the Original
Announcement and Arix's announcement earlier today confirming the
publication of a circular in relation to the Scheme (the
"Circular"), that the Financial Conduct Authority ("FCA") has
approved the RTW Bio prospectus in relation to the proposed
admission of new RTW Bio shares pursuant to the Scheme (the
"Prospectus").
A copy of the Prospectus will be available for inspection on the
RTW Bio website at
https://www.rtwfunds.com/rtw-biotech-opportunities-ltd/documents/.
A copy of the Prospectus will also be submitted to the National
Storage Mechanism, where it will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A hard copy of the Prospectus may be obtained free of charge
upon request to the Company at: rtwadmin@elysiumfundman.com .
The expected timetable of principal events is as follows:
Event Time and/or Date
Publication of this Prospectus 5 January 2024
Voting Record Time 6.30 p.m. on 25 January
2024
First Arix General Meeting 10 a.m. on 29 January 2024
Certain of the following dates
are subject to change: *
Posting of notice of Second Arix A date expected to fall
General Meeting before the end of Q1 2024
("D")
Record Date for entitlements under 6.00 p.m. on D+15
the Scheme
Second Arix General Meeting D+16 ("S")
Scheme Effective Date S
Announcement of results of the Scheme S
CREST Accounts credited with, and 8.00 a.m. on S+1
dealings commence in, Scheme Shares
Certificates despatched by post Within 10 Business Days
in respect of Scheme Shares of S (or as soon as practicable
thereafter)
* These dates are indicative only and are based on current
expectations and are subject to change (including as a result
of changes to the regulatory timetable).
References to times are to London times unless otherwise
stated. Any changes to the expected timetable set out above
will be notified to the market by the Company via an RIS
announcement.
All references in this document to times are to times in London
(unless otherwise stated).
Capitalised terms used but not defined in this announcement will
have the same meaning as set out in the Circular.
Enquiries:
RTW Biotech Opportunities Ltd +44 20 7959 6361
Woody Stileman ir@rtwfunds.com
Josh Baldwin
BofA Securities (Sole Financial Adviser,
Sponsor & Joint Corporate Broker to RTW Bio) +44 20 7628 1000
Kieran Millar
Ed Peel
James Machin
Alex Penney
Deutsche Numis (Joint Corporate Broker to
RTW Bio) +44 20 7260 1000
Freddie Barnfield
Nathan Brown
Euan Brown
Buchanan (PR & Communications adviser to
RTW Bio) +44 20 7466 5107
Charles Ryland
Henry Wilson
George Beale
Important information
Merrill Lynch International ("BofA Securities"), which is
authorised by the Prudential Regulation Authority ("PRA") and
regulated by the Financial Conduct Authority ("FCA") and the PRA in
the United Kingdom, is acting exclusively for RTW Bio and for no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than RTW
Bio for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this
announcement. Neither BofA Securities, 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 BofA
Securities in connection with this announcement, any statement
contained herein or otherwise, or any transaction or arrangement
referred to herein.
Numis Securities Limited (which is trading for these purposes as
Deutsche Numis) ("Deutsche Numis"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting as corporate broker exclusively for RTW Bio and for no
one else and will not be responsible to anyone other than RTW Bio
for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this
announcement. Neither Deutsche Numis, 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 Deutsche
Numis in connection with this announcement, any statement contained
herein or otherwise, or any transaction or arrangement referred to
herein.
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 Scheme 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. Scheme 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 are requested to
execute an investor letter ("AI/QP Investor Letter") appended to
the Prospectus. The AI/QP Investor Letter contains 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 Scheme 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 Scheme 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 Scheme Shares are
further restricted by the terms of the AI/QP Investor Letter, and
any re-offer or resale of any Scheme 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 Scheme
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 Scheme 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.
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END
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