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.
FOR IMMEDIATE RELEASE
Legal Entity Identifier: 213800OVT3AHQCXNIX43
29 January 2024
RECOMMENDED ALL-SHARE ACQUISITION OF
THE ASSETS OF
ARIX BIOSCIENCE PLC
("Arix")
BY
RTW BIOTECH OPPORTUNITIES LTD ("RTW
Bio")
Results of First 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").
In connection with the Scheme, the Board is pleased to
announce that at the First General Meeting held earlier today, the
Resolution proposed (which was proposed as a special resolution)
to, among other things, approve the Scheme, authorise the Board and
the Liquidators (conditional on their appointment) to implement the
Scheme and do all things necessary for the purpose of carrying the
Scheme into effect, empower the Liquidators (conditional upon their
appointment) to accept the Consideration Shares for distribution to
eligible Shareholders and apply to delist the Shares, and,
conditional upon the Scheme becoming effective, amend the Articles
to give effect to the Scheme, was passed by the requisite majority
of Shareholders.
The full text of the Resolution is set out in the
notice of the First General Meeting contained in the circular
published by Arix on 5 January 2024 in connection with the Scheme
(the "Circular"). The Circular is available on Arix's website
at https://arixbioscience.com/investor-relations.
Number of votes cast at the General
Meeting
The results of the poll on the Resolution proposed at the
First General Meeting held on 29 January 2024 were as
follows:
Votes For*
|
%
|
Votes Against
|
%
|
Total Votes Validly Cast
|
Votes Withheld**
|
85,562,505
|
92.22
|
7,218,182
|
7.78
|
92,780,687
|
110,282
|
Votes "For" and "Against" are expressed as a percentage of
the total votes received.
All percentages rounded to two decimal places.
*The votes "For" include those votes giving the Chairman
discretion.
** "Votes Withheld" are not a vote in law and have not been
counted in the calculation of the "Votes For" and "Votes Against"
the Resolution or the total number of votes validly
cast.
A copy of the Resolution passed at the First
General Meeting will be submitted to the National Storage Mechanism
and will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The voting results will also shortly be
available on Arix's website at
https://arixbioscience.com/investor-relations.
Next Steps
As further detailed in the Circular, completion of the Scheme
remains subject to, amongst other things,
the passing of the Resolution to be proposed at the Second
General Meeting.
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.
Shareholders are requested to complete, sign and return the
form of proxy for the Second General Meeting, or appoint a proxy
through the CREST electronic proxy appointment service (as
appropriate), as soon as possible and in any event by 10.00 a.m. on
8 February 2024 (being the latest time and date for receipt of
forms of proxy for the Second General Meeting). Further details on
the action to be taken by Shareholders are set out in the notice of
the Second General Meeting contained in the circular published by
Arix on 23 January 2024 in connection with the Scheme.
The Resolution to be considered at the Second General Meeting
(which will be proposed as a special resolution) will, if passed,
place the Company into members' voluntary liquidation, appoint the
Liquidators and authorise the Liquidators to exercise certain
powers for which the express sanction of Shareholders is required.
The Resolution to be proposed at the Second General Meeting will
require the approval of at least 75 per cent. of the votes cast in
respect of it.
Capitalised terms used but not defined in this announcement
have the meanings given to them in the Circular.
Enquiries:
Arix Bioscience plc
|
+44 (0)20 7290 1050
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.