Partial Exercise of Over-Allotment Option

RNS Number : 8803Z

Arix Bioscience Plc

20 March 2017

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTIONS WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This announcement (the "Announcement") is an advertisement and not a prospectus.  This Announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in Arix Bioscience plc (the "Company") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.  Securities of the Company, including any offering of its shares, may not be offered or sold in the United States absent registration under U.S. securities laws or unless exempt from registration under such laws.  The offering of securities referred to and described in this Announcement has not been and will not be registered under U.S. securities laws, and accordingly, any offer or sale of those securities may be made only in a transaction exempt from registration.

This Announcement does not constitute a recommendation regarding any securities.  Any investment decision must be made exclusively on the basis of a prospectus published on 2 February 2017 by the Company (the "Prospectus") and any supplement thereto in connection with the admission of ordinary shares of the Company ("Ordinary Shares") to the standard segment of the Official List of the UK Listing Authority and to trading on London Stock Exchange plc's main market for listed securities ("Admission"). Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company.

20 March 2017

Arix Bioscience plc

(the "Company" or "Arix Bioscience" and, together with its subsidiaries, the "Group")

Partial Exercise of Over-Allotment Option

Further to the announcements on 17 February 2017 relating to the initial public offering (the "Offer") of Ordinary Shares in the Company and the commencement of the stabilisation period in connection with the Offer, the Company announces that Jefferies International Limited, the Stabilisation Manager, has given notice to the Company that it wishes to exercise, in part, the over-allotment option described in the Prospectus (the "Over-Allotment Option").

As a result of the exercise of the Over-Allotment Option, the Company will issue a further 6,139,815 Ordinary Shares at the offer price of 207 pence per Ordinary Share. It is expected that such number of Ordinary Shares of 0.001 pence each in the Company will be admitted to trading on the London Stock Exchange plc's main market for listed securities on 21 March 2017. The Ordinary Shares issued pursuant to the Over-Allotment Option will be issued as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of the Company.

Total voting rights

In accordance with the Disclosure and Transparency Rules (DTR 5.6), the Company makes the following disclosure with respect to the share capital and voting rights of the Company.

Following admission of the 6,139,815 Ordinary Shares to be issued pursuant to the Over-Allotment Option and following the re-designation of the relevant number of Ordinary Shares held by the Founders and ESS Shareholders to Deferred Shares, consistent with paragraphs 3.14, 8, 17.6 and 18.1 of "Part XV - Additional Information" in the Prospectus, the ordinary share capital of the Company will consist of 96,091,083 Ordinary Shares of 0.001 pence each with voting rights. The Company does not hold any shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company as at that date will be 96,091,083.

The above figure (96,091,083) may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

In addition, following admission of the 6,139,815 Ordinary Shares to be issued pursuant to the Over-Allotment Option and following the delisting and re-designation of the relevant number of Ordinary Shares held by the Founders and ESS Shareholders to Deferred Shares, consistent with paragraphs 3.14, 8, 17.6 and 18.1 of "Part XV - Additional Information" in the Prospectus, the Company will have 166,311 Deferred Shares of 0.001 pence each, 89 Deferred Shares of £1 each and 49,671 C Shares of £1 each in issue, all of which are fully paid. The Deferred Shares and the C Shares are not listed and carry neither voting nor any economic rights.

Enquiries:

Arix Bioscience plc Joe Anderson	[phone]
Jefferies International Limited (Global Coordinator and Bookrunner) Simon Hardy Gil Bar-Nahum Lee Morton Christopher Binks	[phone]
Scott Harris UK Limited (Intermediaries Offer Agent) Jeremy Wiseman Jamie Blewitt	[phone]
WG Partners LLP (Placing Agent) David Wilson Claes Spång Nigel Birks	[phone]

Notes for Editors

About Arix Bioscience plc

Arix Bioscience plc is a global healthcare and life science company supporting medical innovation. Headquartered in London and with an office in New York, Arix Bioscience sources, finances and builds world class healthcare and life science businesses addressing medical innovation at all stages of development. Operations are supported by privileged access to breakthrough academic science and strategic relationships with leading research accelerators and global pharmaceutical companies.

Arix Bioscience plc is admitted to trading on the Main Market of the London Stock Exchange. For further information, please visit www.arixbioscience.com

Except where the context otherwise requires, defined terms used in this announcement have the meanings given to such terms in the Prospectus.

Important notice

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

THIS ANNOUNCEMENT, THE PUBLICATION IN WHICH IT IS CONTAINED AND ANY COPY OF IT MAY ONLY BE MADE OR DISTRIBUTED TO NON-U.S. PERSONS IN CONNECTION WITH ''OFFSHORE TRANSACTIONS'' AS SUCH TERMS ARE DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ''U.S. SECURITIES ACT'') (''REGULATION S'') OR WITHIN THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" (''QIBs'') AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (''RULE 144A"), WHO ARE ALSO, IN EACH CASE, "QUALIFIED PURCHASERS" ("QPs"), AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT, THE PUBLICATION IN WHICH IT IS CONTAINED AND ANY COPY OF IT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. THIS ANNOUNCEMENT DOES NOT CONTAIN OR CONSTITUE AN OFFER TO BUY OR SUBSCRIBE FOR, THE SECURITIES REFERRED TO HEREIN TO ANY PERSON IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED (i) to QIBS who are also, in each case, "qualified purchasers," for purposes of Section 3(c)(7) of the Investment Company Act and the rules promulgated thereunder, in reliance on an exemption from the registration requirements of the US Securities Act provided by Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the securities act, or (ii) outside of the United States in reliance upon Regulation S under the US Securities Act to non-US persons in offshore transactions.

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities.

This announcement also does not contain or constitute an offer of, or solicitation of an offer to buy or subscribe for the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are ''qualified investors'' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), amendments thereto any implementing measure in each relevant member of the EEA (''Qualified Investors''). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at persons falling within Articles 19 and 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ''Order'') and to whom it may otherwise lawfully be communicated (all such persons together being referred to as ''relevant persons''). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons. Nothing in this announcement constitutes investment advice and any recommendations that may be contained therein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

 

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