Arix Bioscience PLC (ARIX)
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
12 February 2024
RECOMMENDED ALL-SHARE ACQUISITION OF THE ASSETS OF
ARIX BIOSCIENCE PLC ("Arix")
RTW BIOTECH OPPORTUNITIES LTD ("RTW Bio")
Suspension of Trading in Shares
On 1 November 2023, the boards of RTW Bio and Arix announced 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").
Further details on the Scheme are set out in the circular published by Arix on 5 January 2024 in connection with the Scheme (the "Circular").
In connection with the Scheme, Arix confirms that trading in the Shares on the London Stock Exchange will be suspended by no later than 7:30 a.m today, 12 February 2024, in anticipation of the Second General Meeting, which will be held at Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ at 10:00 a.m. today.
A further announcement will be made by Arix in relation to the results of the Second General Meeting later today.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular.
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.
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.
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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