Publication of Circular and RTW Bio Prospectus

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

 

5 January 2024

RECOMMENDED ALL-SHARE ACQUISITION OF THE ASSETS OF

ARIX BIOSCIENCE PLC ("Arix")

BY

RTW BIOTECH OPPORTUNITIES LTD ("RTW Bio")

Publication of Circular and RTW Bio 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").

Arix is pleased to announce that the circular in relation to the Scheme (the "Circular"), together with the associated Form of Proxy, is today being sent, or made available, to Shareholders and, for information only, to persons with information rights. The Circular 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. The Circular will be made available on Arix's website at https://arixbioscience.com/investor-relations.

Arix also notes that RTW Bio will, subject to FCA approval, today publish a prospectus relating to the new shares to be issued to eligible Shareholders by RTW Bio under the terms of the Scheme (the "RTW Bio Prospectus"). The RTW Bio Prospectus will be made available, free of charge, in electronic form on RTW Bio's website at https://www.rtwfunds.com/rtw-biotech-opportunities-ltd/documents/

Copies of the RTW Bio Prospectus and Circular will be submitted to the National Storage Mechanism and will shortly 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).

Irrevocable Undertakings

Since publication of the Original Announcement, Arix has also received irrevocable undertakings from Arix directors Debra Barker and Andrew Smith to vote in favour of the Scheme at the Arix general meetings in respect of their own holdings of Arix Shares, representing, together approximately 0.06 per cent of Arix’s issued share capital on the Latest Practicable Date. The irrevocable undertakings given by Debra Barker and Andrew Smith are on the same terms as those given by Peregrine Moncreiffe and, former director, Robert Lyne, and will cease to be binding if: (i) the Scheme does not become effective on or before 23:59 (UK time) on 31 March 2024 (or such later time as agreed between RTW Bio and Arix), (ii) the cooperation agreement entered into between RTW OpCo and Arix is terminated in accordance with its terms, or (iii) RTW Bio announces that it does not intend to make or proceed with the Scheme.

Together with the irrevocable undertakings of Peregrine Moncreiffe, Robert Lyne, RTW Opco and Acacia (as set out in the Original Announcement), Arix has therefore received irrevocable undertakings in respect of 34,014,118 Arix Shares, representing, in aggregate, approximately, 26.3 per cent. of Arix’s issued share capital on the Latest Practicable Date.

Notice of First General Meeting

As further detailed in the Circular, to become effective, the Scheme will require, among other things, the approval of Shareholders at the General 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).

Notice of the First General Meeting, which will be held at Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ at 10 a.m. on 29 January 2024, is set out in the Circular.

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 First General Meeting (where entitled to do so), as soon as possible.

Recommendation

The Special Committee, 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 Special Committee, Jefferies has taken into account the commercial assessments of the Special Committee.

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.

Expected Timetable of Principal Events

The Circular contains an 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 in the first quarter of 2024.

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 regulatory timetable and/or 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:

 

Arix Bioscience plc	+44 (0)20 7290 1050 [email protected]
Jefferies (Financial Adviser & Corporate Broker to Arix)	+44 20 7029 8000
Philip Yates Simon Hardy
Shaam Vora
Powerscourt Group (PR & Communications adviser to Arix)	+44 20 7250 1446
Sarah MacLeod
Pete Lambie
Nick Johnson Molly Ring

 

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

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.

Event	Time and/or Date
Latest time and date for receipt of Forms of Proxy for the First General Meeting	10.00 a.m. on 25 January 2024
Voting Record Time	6.30 p.m. on 25 January 2024
First General Meeting	10.00 a.m. on 29 January 2024
Certain of the following dates are subject to change (please see Note (3) below):
Posting of Notice of Second General Meeting	A date expected to fall before the end of Q1 2024 ("D")
Latest time and date for receipt of Forms of Proxy for Second General Meeting	By no later than 48 hours prior to Second General Meeting on D+14
Voting record time for the Second General Meeting	6.30 p.m. on D+14
Record Date & Suspension of registration of transfers of and disablement in CREST of, Shares	6.00 p.m. on D+15
Suspension of dealings in and registration of transfers of, and disablement in CREST of, Shares	7.30 a.m. on D+16
Second General Meeting	D+16 ("S")(4)
Effective Date for implementation of the Scheme	S
Consideration Shares issued to eligible Shareholders	By 8.00 a.m. on S+1
Admission and commencement of dealings in Consideration Shares	By 8.00 a.m. on S+1
Cancellation of listing of the Shares on the standard segment of the Official List and trading on the Main Market	By 8.00 a.m. on S+1
CREST accounts of Shareholders credited with Consideration Shares	On or soon after 8.00 a.m. on S+1
Share certificates in respect of the Consideration Shares to be dispatched (or as soon as practicable thereafter)	S+14

1. The Form of Proxy for the First General Meeting must be lodged before 10.00 a.m. on 25 January 2024 in order for it to be valid or, if the First General Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting.
2. If the First General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date two calendar days before the date set for the adjourned meeting.
3. The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.
4. 14 clear days following the publication of the notice of the Second General Meeting.

(*) All references to "S+1" are to the day falling one Business Day after the actual date which is "S".

All references to times are to times in London (unless otherwise stated).