Potential US Listing of PureTech Health on Nasdaq

RNS Number : 1578F

PureTech Health PLC

11 July 2019

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 PureTech Health plc

Potential U.S. Listing of PureTech Health plc on Nasdaq

PureTech Health plc ("PureTech" or the "Company") (LSE: PRTC), an advanced, clinical-stage biopharmaceutical company developing differentiated medicines for serious diseases involving the Brain-Immune-Gut (BIG) axis, today announces that it is exploring the potential for a listing on Nasdaq in the United States of American Depository Shares ("ADSs") representing ordinary shares in the Company through a registered initial public offering in the United States (the "U.S. Listing"). The U.S. Listing would be expected to include an issue of new ordinary shares underlying the ADSs. The terms of any U.S. Listing have not yet been determined and there can be no assurance as to the timing or completion of any U.S. Listing.  The Company intends that the potential U.S. Listing would be in addition to the Company's premium listing on the Official List of the UK Financial Conduct Authority and trading on the main market of the London Stock Exchange.

A further announcement will be made by PureTech if and when appropriate.

For more information, please contact:

PureTech Health plc

Allison Mead Talbot, Investor Relations

[phone]

[e-mail]

FTI Consulting

Ben Atwell, Rob Winder

[phone]

Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our plans to conduct a registered public offering in the United States and the timing and terms of the proposed offering. 

These forward-looking statements are based on management's current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from our expectations expressed or implied by the forward-looking statements, including, but not limited to, the following: we may determine not to conduct a registered public offering in the time frame that we currently expect or at all, due to a number of potential important factors, including conditions in the U.S. capital markets, negative global economic conditions, potential negative developments in our clinical trials or research programs, other negative developments in our business, or unfavorable legislative or regulatory developments.

These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management's estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

Important Notice This press release contained inside information for the purposes of Article 7 of Regulation (EU) 596/2014.  Upon publication of this press release, this information is considered to be in the public domain.

No prospectus required for the purposes of the Prospectus Directive will be made available in connection with the matters contained in this announcement. For these purposes, the term "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in the Member State concerned.

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purposes on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice. No money, securities or other consideration is being solicited, and, if sent in response to the information contained in this announcement, will not be accepted.

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 is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement come should inform themselves about and observe any such restrictions.

This announcement and any offer if made subsequently is, and will be, directed at: (A) if in member states of the European Economic Area (the "EEA"), persons who are "qualified investors" within the meaning of Article 2(1) (e) of the Prospectus Directive ("Qualified Investors"); and (B) if in the United Kingdom, Qualified Investors who are: (i) investment professionals having professional experience in matters relating to investments falling under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) together being "Relevant Persons").

Shareholders and potential investors should note this announcement does not constitute a recommendation concerning the U.S. Listing. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the U.S. Listing cannot be relied upon as a guide to future performance. There is no guarantee that the U.S. Listing will occur and you should not base your financial decisions in relation to the U.S. Listing at this stage. Potential investors should consult a professional advisor as to the suitability of the U.S. Listing for the entity or person concerned. 

 

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