Stabilisation Notice

RNS Number : 1350X

Arix Bioscience Plc

17 February 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

Arix Bioscience plc

Stabilisation Notice

17 February 2017

Jefferies International Limited (contact: Lee Morton; telephone: [phone], Luca Erpici; telephone: [phone]) hereby gives notice that it, and its affiliates, may stabilise the offer of the following securities in accordance with the relevant provisions of the Market Abuse Regulation (EU) No 596/2014 and Commission Delegated Regulation (EU) 2016/1052.

The securities:
Issuer:	Arix Bioscience plc
Securities to be stabilised: Places where stabilisation may be undertaken: Security identifier:	Ordinary Shares of 0.001 pence each in the capital of Arix Bioscience plc (ISIN: GB00BD045071) London Stock Exchange, Over-The-Counter (OTC) and other order book venues e.g. Turquoise, BATS and Chi-X ARIX
Offering size:	48,309,179 new Ordinary Shares
Offer price:	207 pence per Share
Stabilisation:
Stabilising Manager:	Jefferies International Limited, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ
Stabilisation period expected to start on:	8:00am on 17 February 2017
Stabilisation period expected to end no later than:	17 March 2017
Maximum size of over-allotment facility:	7,246,376 Ordinary Shares
Over-allotment Option:
Terms:	Arix Bioscience plc has granted to Jefferies International Limited, in its capacity as stabilising manager, the option to acquire up to an additional 7,246,376 Ordinary Shares (representing 15.0 per cent. of the new Ordinary Shares to be issued by Arix Bioscience plc in the offering)
Duration:	This option may be exercised by the Stabilising Manager in whole or in one or more parts, on one or more occasions at any time from 17 February 2017 to 17 March 2017

In connection with the offer of the above securities, the Stabilising Manager may over-allot the securities or effect transactions with a view to supporting, stabilising or maintaining the market price of the securities at a level higher than that which might otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time without prior notice. Any stabilisation action or over-allotment shall be carried out in accordance with all applicable rules and regulations.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction. 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 and copies of this announcement are not being made and may not be distributed, published, or sent, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would be unlawful or would require registration or other measures. The release, publication or distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.

The Offer and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not and does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where such an offer would be unlawful.

The Securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred within the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable laws of any state or other jurisdiction of the United States. The securities are being offered and sold outside the United States in offshore transactions as defined in, and in compliance with, Regulation S under the US Securities Act. The Company does not intend to register any part of the Offer in the United States and there will be no public offering of securities in the United States.

The Securities have not been and will not be registered under the applicable securities laws of Canada, Japan, South Africa or Australia and may not be offered or sold in Canada, Japan, South Africa or Australia except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the applicable securities laws. There will be no public offering of securities in Canada, Japan, South Africa or Australia.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts or other persons to whom it may otherwise lawfully be communicated falling within Article 49(2)(a)-(d) of the Order, (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with such 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.

 

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