Pricing of IPO of Exscientia in the United States

RNS Number : 7055N

Frontier IP Group plc

01 October 2021

 

The information contained within this announcement is deemed by the Group to constitute inside information as stipulated under the Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

RNS

AIM: FIPP

01 October 2021

Frontier IP Group Plc

("Frontier IP" or the "Group")

Portfolio news - Pricing of initial public offering of Exscientia in the United States

Further to the announcement released on 27 September 2021, Frontier IP, a specialist in commercialising intellectual property, notes that its portfolio company Exscientia plc ("Exscientia") has announced today the pricing of its initial public offering of 13,850,000 American Depositary Shares ("ADSs") at a public offering price of $22 per ADS. Exscientia has raised gross proceeds of approximately $304.7 million.

In addition, Exscientia announced the concurrent sale of an additional 7,272,727 ADSs at the initial offering price of $22.00 per ADS, for gross proceeds of $160.0 million, in private placements to SVF II Excel (DE) LLC, or Softbank, and the Bill & Melinda Gates Foundation.  

The offering is expected to close on or about 05 October 2021 subject to customary closing conditions and the ADSs of Exscientia are expected to begin trading on the Nasdaq Global Select Market on 01 October 2021. Each ADS represents one ordinary share in Exscientia.

A registration statement relating to these securities became effective on September 30, 2021 and can be accessed here:

https://www.sec.gov/Archives/edgar/data/1865408/000110465921119607/tm2119783-11_f1a.htm

From admission, Frontier IP will be interested in 1,564,800 ADSs in Exscientia. Based on the initial public offering price of $22 per ADS, Frontier IP's holding is valued at $34.4 million.

The full Exscientia announcement is below.

Further announcements will be made by Frontier IP at the appropriate time.

Exscientia statement begins:

Exscientia Announces Pricing of $304.7 Million Upsized Initial Public Offering and $160.0 Million Concurrent Private Placements

OXFORD, England--(BUSINESS WIRE)-- Exscientia plc (Nasdaq: EXAI), an AI-driven pharmatech company committed to discovering, designing and developing the best possible drugs in the fastest and most effective manner, today announced the pricing of its upsized initial public offering in the United States of 13,850,000 American Depositary Shares ("ADSs") representing 13,850,000 ordinary shares at an initial public offering price of $22.00 per ADS, for total gross proceeds of approximately $304.7 million. All ADSs sold in the offering were offered by Exscientia. The ADSs are expected to begin trading on the Nasdaq Global Select Market on October 1, 2021 under the ticker symbol "EXAI." In addition, Exscientia has granted the underwriters a 30-day option to purchase up to an additional 2,077,500 ADSs at the initial public offering price, less underwriting discounts and commissions. The offering is expected to close on or about October 5, 2021, subject to customary closing conditions.

In addition to the ADSs sold in the public offering, the Company announced the concurrent sale of an additional 7,272,727 ADSs at the initial offering price of $22.00 per ADS, for gross proceeds of $160.0 million, in private placements to SVF II Excel (DE) LLC, or Softbank, and the Bill & Melinda Gates Foundation. The sale of these ADSs will not be registered under the Securities Act of 1933, as amended, and will be subject to a 180-day lock-up agreement.

Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities and Barclays Capital Inc. are acting as joint book-running managers for the offering.

A registration statement relating to these securities became effective on September 30, 2021. The offering will be made only by means of a prospectus. When available, copies of the final prospectus related to the offering can be obtained from any of the joint book-running managers for the offering: Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, New York 10282, telephone: [phone], facsimile: 212-902-9316, e-mail: [e-mail]; Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, by telephone at 866-718-1649 or by email at [e-mail]; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, or email: [e-mail]; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at 1-888-603-5847 or by email at [e-mail]. For the avoidance of doubt, such prospectus will not constitute a "prospectus" for the purposes of the Regulation (EU) 2017/1129 and has not been reviewed by any competent authority in any member state in the European Economic Area or the United Kingdom.

A registration statement relating to these securities has been filed with, and declared effective by, the U.S. Securities and Exchange Commission (the "SEC"). Copies of the registration statement can be accessed through the SEC's website at www.sec.gov. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

In any member state of the European Economic Area (the "EEA") this announcement and any offering are only addressed to and directed at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129). In the United Kingdom, this announcement and any offering are only addressed to and directed at persons who are "qualified investors" within the meaning of the UK Prospectus Regulation (Regulation (EU) 2017/1129 as if forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons 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 EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to and will only be engaged with (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors.

About Exscientia

Exscientia is an AI-driven pharmatech company committed to discovering, designing and developing the best possible drugs in the fastest and most effective manner. Exscientia developed the first-ever functional precision oncology platform to successfully guide treatment selection and improve patient outcomes in a prospective interventional clinical study, as well as to progress AI-designed small molecules into the clinical setting. Our pipeline demonstrates our ability to rapidly translate scientific concepts into precision-designed therapeutic candidates, with more than 25 projects advancing, including the first three AI-designed drug candidates to enter Phase 1 clinical trials.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including statements with regard to Exscientia's expectations regarding the commencement of trading of ADSs on The Nasdaq Global Select Market and the completion of the proposed securities offering. Words such as "anticipates," "believes," "expects," "intends," "projects," "anticipates," and "future" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the proposed securities offering discussed above will be consummated on the terms described or at all. Completion of the proposed offering and the terms thereof are subject to numerous factors, many of which are beyond the control of Exscientia, including, without limitation, market conditions, failure of customary closing conditions and the risk factors and other matters set forth in Exscientia's filings with the SEC. Exscientia undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Investors:
Sara Sherman
[e-mail]

Media:
Amanda Galgay
[e-mail]

Exscientia statement ends

ENQUIRIES

Frontier IP Group Plc	T: 020 3968 7815
Neil Crabb, Chief Executive Andrew Johnson, Communications & Investor Relations Company website:  www.frontierip.co.uk	[e-mail] [e-mail] M: 07464 546 025
Allenby Capital Limited (Nominated Adviser) Nick Athanas / George Payne Singer Capital Markets (Broker) Sandy Fraser / Harry Gooden / George Tzimas	T: 0203 328 5656 T: 0207 496 3000

ABOUT FRONTIER IP

Frontier IP unites science and commerce by identifying strong intellectual property and accelerating its development through a range of commercialisation services. A critical part of the Group's work is involving relevant industry partners at an early stage of development to ensure technology meets real world demands and needs.

The Group looks to build and grow a portfolio of equity stakes and licence income by taking an active involvement in spin-out companies, including support for fund raising and collaboration with relevant industry partners at an early stage of development.

 

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