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ARIX BIOSCIENCE PLC Scheme Effective

Transparency directive : regulatory news

12/02/2024 13:00

Arix Bioscience PLC (ARIX)
Scheme Effective

12-Feb-2024 / 12:00 GMT/BST


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")

BY

RTW BIOTECH OPPORTUNITIES LTD ("RTW Bio")

Scheme Effective

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").

In connection with the Scheme, the Board is pleased to announce that at the Second General Meeting held earlier today, the Resolution proposed (which was proposed as a special resolution) to place Arix into members' voluntary liquidation was passed by the requisite majority of Shareholders and the Scheme has today become effective in accordance with its terms.

Pursuant to the terms of the Scheme and the Resolution passed at the Second General Meeting, Derek Neil Hyslop and Richard Peter Barker, each of Ernst & Young LLP, have been appointed as joint liquidators (the "Liquidators").

The full text of the Resolution is set out in the Shareholder circular containing the notice of the Second General Meeting published by Arix on 23 January 2024 (the "Notice of Second General Meeting"). The Notice of the Second General Meeting 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 Second General Meeting held on 12 February 2024 were as follows:

Votes For*

%

Votes Against

%

Total Votes Validly Cast

Votes Withheld**

85,497,144

97.84

1,890,449

2.16

87,387,593

35,489

 

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 Second 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.

Cancellation of Shares and settlement and dealings in Consideration Shares

As announced by Arix earlier today, trading in the Shares on the London Stock Exchange was suspended at 7:30 a.m today in anticipation of the Second General Meeting. Following the passing of the Resolution, the Liquidators have been authorised to apply to the FCA for the cancellation of the listing of the Shares on the standard segment of the Official List and trading on the Main Market.

Applications have also been made to the FCA for the Consideration Shares to be admitted to the Official List and to the London Stock Exchange for such shares to be admitted to trading on its Main Market.

It is expected that the cancellation of the listing and trading of the Shares, and the admission of the Consideration Shares to the London Stock Exchange, will each take effect by 8:00 a.m. on 13 February 2024.

Capitalised terms used but not defined in this announcement have the meanings given to them in the circular published by Arix on 5 January 2024 in relation to the Scheme.

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.



Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.


ISIN: GB00BD045071
Category Code: ROM
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.: 303223
EQS News ID: 1835381

 
End of Announcement EQS News Service

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