Arix Bioscience PLC (ARIX)
Update on the Scheme and Publication of Notice of Second General Meeting
23-Jan-2024 / 07:00 GMT/BST
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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 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.
FOR IMMEDIATE RELEASE
Legal Entity Identifier: 213800OVT3AHQCXNIX43
23 January 2024
RECOMMED ALL-SHARE ACQUISITION OF THE ASSETS OF
ARIX BIOSCIENCE PLC ("Arix")
BY
RTW BIOTECH OPPORTUNITIES LTD ("RTW Bio")
Update on the Scheme and Publication of Notice of Second General Meeting
On 1 November 2023, the boards of RTW Bio and Arix announced (the "Original Announcement") that they had agreed to the
terms of a recommended all-share acquisition of Arix's assets by RTW Bio, via a subsidiary, to be effected through a
scheme of reconstruction and the voluntary winding-up of Arix under section 110 of the Insolvency Act 1986 (the "Scheme
").
On 5 January 2024, Arix published a circular in relation to the Scheme (the "Circular"), which contains, amongst other
things, the full terms and conditions of the Scheme, a letter from the Chairman of Arix, an expected timetable of
principal events, notice of the First General Meeting and details of the actions to be taken by Shareholders entitled
to vote at the First General Meeting.
On 22 January 2024, Arix announced that, following FCA approval of the proposed change of control of Arix in respect of
the Share Purchase, the condition to the Scheme set out in paragraph 12.1(c) of Part IV of the Circular had been
satisfied.
Arix is pleased to announce that the Shareholder circular containing the notice of the Second General Meeting (the "
Notice of Second General Meeting"), together with the associated form of proxy (the "Form of Proxy"), is today being
sent, or made available, to Shareholders and, for information only, to persons with information rights. The Notice of
Second General Meeting contains, amongst other things, a letter from the Chairman of Arix, an updated timetable of
principal events, notice of the Second General Meeting and details of the actions to be taken by Shareholders entitled
to vote at the Second General Meeting. The Notice of Second General Meeting will be made available on Arix's website at
https://arixbioscience.com/investor-relations.
A copy of the Notice of Second General Meeting will also be submitted to the National Storage Mechanism and will be
available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular. All
references in this announcement to times are to times in London, United Kingdom (unless otherwise stated).
Notice of Second General Meeting
As further detailed in the Circular, the implementation of the Scheme remains subject to, among other things, the
approval by Shareholders of the Resolutions to be proposed at the First General Meeting and the Second General Meeting
(or any adjournment of those meetings). The Scheme can only become effective if all Conditions to the Scheme, including
Shareholder approval, have been satisfied (unless, where applicable, the relevant Condition is waived).
The Second General Meeting will be held at Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ at 10.00 a.m. on
12 February 2024, as further detailed in the Notice of Second General Meeting.
Shareholders are requested to complete, sign and return the Form of Proxy (once received), or appoint a proxy through
the CREST electronic proxy appointment service (as appropriate), for the Second General Meeting (where entitled to do
so), as soon as possible.
Recommendation
The Board, which has been so advised by Jefferies, considers that the Scheme and the Resolutions to be proposed at the
General Meetings are in the best interests of Shareholders as a whole. In providing its advice to the Board, Jefferies
has taken into account the commercial assessments of the Board.
Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed at the
General Meetings as each of the Directors have irrevocably undertaken to do in respect of their own beneficial
holdings, which in aggregate amount to 794,000 Shares, representing approximately 0.6 per cent. of the Company's issued
share capital as at the Latest Practicable Date.
Shareholders should read the Circular in its entirety and are recommended to read the further information set out in
the RTW Bio Prospectus before making a decision with respect to the Scheme.
If you have any queries, please call the Registrars, Equiniti, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except
public holidays in England and Wales) on 0371 384 2050 (from within the UK) and +44 (0)371 384 2050 (from outside the
UK). Network providers' costs may vary. Calls to the helpline from outside the UK will be charged at the applicable
international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. Please note that the Registrars can only provide information regarding
the completion of a Form of Proxy and cannot provide you with financial, legal or tax advice.
Updated Expected Timetable of Principal Events
The Notice of the Second General Meeting contains an updated expected timetable of principal events relating to the
Scheme, which is also set out in the Appendix to this announcement.
Subject to obtaining the approval of Shareholders at the General Meetings, and the satisfaction or, where applicable,
waiver of the other Conditions, the Scheme is expected to become effective on 12 February 2023.
The dates given are indicative only and are based on Arix's current expectations and may be subject to change
(including as a result of changes to the process for implementation of the Scheme). If any of the times and/or dates
set out in the Appendix change, the revised times and/or dates will be notified by Arix to Shareholders through a
Regulatory Information Service.
Enquiries:
+44 (0)20 7290 1050
Arix Bioscience plc
ir@Arixbioscience.com
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
Updated Expected Timetable of Principal Events
The dates and times given in the table below in connection with
the Scheme are indicative only and are based on the Company's
current expectations and may be subject to change (including as a
result of changes to the process for implementation of the Scheme).
If any of the times and/or dates below change, the revised times
and/or dates will be notified by the Company to Shareholders
through a Regulatory Information Service.
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 for the First General Meeting 6.30 p.m. on 25 January
2024
First General Meeting 10.00 a.m. on 29 January
2024
Latest time and date for receipt of Forms of Proxy for Second General Meeting 10.00 a.m. on 8 February
2024(1)
Voting Record Time 6.30 p.m. on 8 February
2024(2)
Record Date & suspension of registration of transfers of, and disablement in CREST of, 6.00 p.m. on 9 February
Shares 2024
Second General Meeting 10.00 a.m. on 12 February
2024
Effective Date for implementation of the Scheme 12 February 2024
Consideration Shares issued to eligible Shareholders By 8.00 a.m. on 13
February 2024
Admission and commencement of dealings in Consideration Shares By 8.00 a.m. on 13
February 2024
Cancellation of listing of the Shares on the standard segment of the Official List and By 8.00 a.m. on 13
trading on the Main Market February 2024
On or soon after 8.00 a.m.
CREST accounts of Shareholders credited with Consideration Shares on
13 February 2024
Share certificates in respect of the Consideration Shares to be dispatched (or as soon as 26 February 2024
practicable thereafter)
1. The Form of Proxy for the Second General Meeting must be lodged before 10.00 a.m. on 8 February 2024 inorder for it to be valid or, if the Second General Meeting is adjourned, not later than 48 hours (excluding anypart of a day that is not a working day) before the time appointed for the holding of the adjourned meeting. 2. If the Second General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.30p.m. on the date two calendar days before the date set for the adjourned meeting.
All references in this announcement to times are to times in
London (unless otherwise stated).
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Dissemination of a Regulatory Announcement, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
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ISIN: GB00BD045071
Category Code: MSCM
TIDM: ARIX
LEI Code: 213800OVT3AHQCXNIX43
OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.: 298948
EQS News ID: 1820465
End of Announcement EQS News Service
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