Result of Meeting

RNS Number : 6920J

PureTech Health PLC

03 April 2018

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONTAIN NOR CONSTITUTE AN OFFERING OF ANY SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

3 April 2018

PureTech Health plc

(the "Company" or "PureTech Health" and, together with its subsidiaries, the "Group")

Result of General Meeting

PureTech Health (LSE:PRTC) is pleased to announce that all Resolutions proposed at its General Meeting, held at 3.00 p.m. today at the offices of DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE, were duly passed by the shareholders on a poll. The results of the poll, incorporating the proxy votes lodged in advance of the meeting, are set out below.

Resolution	Votes For	%	Votes Against	%	Votes Withheld
1. Authority to allot shares in connection with the Placing.	161,107,777	96.73	5,448,271	3.27	0
2. Conditional upon the passing of resolutions 1 and 3, to approve the Related Party Transaction for the purposes of the Listing Rules.	85,282,416	93.96	5,486,635	6.04	75,796,997
3. Conditional upon the passing of resolution 1, empower the Directors to allot and issue equity securities on a non pre-emptive basis in connection with the Placing.	161,117,777	96.73	5,448,271	3.27	0

Notes:

1. The percentages above are rounded to two decimal places.

2. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

3. A vote withheld is not a vote in law and is not counted in the calculation of the votes "For" and "Against" the Resolutions.

4. Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.

5. The full text of the Resolutions may be found in the Notice of the General Meeting set out in the circular sent to shareholders of the Company on 13 March 2018 (the "Circular"), copies of which are available on both the Company's website www.puretechhealth.com and on the National Storage Mechanism.

Resolutions 1 and 2 were passed as ordinary resolutions and Resolution 3 was passed as a special resolution.

The voting figures will also be displayed shortly on the Group's website at www.puretechhealth.com. A copy of the Resolutions has been submitted to the National Storage Mechanism and will be available shortly for inspection at www.morningstar.co.uk/uk/NSM.

Applications have been made to the Financial Conduct Authority (the "FCA") for a total of 45,000,000 new ordinary shares in the Company (the "Placing Shares") to be admitted to listing on the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (together, "Admission"). It is expected that Admission will become effective and dealings for normal settlement in the Placing Shares will commence at 8.00 a.m. on 4 April 2018.

The Placing Shares will rank pari passu in all respects with the existing ordinary shares in the Company ("Ordinary Shares"), including the right to receive all future dividends and distributions declared, made or paid by PureTech Health with a record date on or after the date of Admission. Placing Shares to be held in uncertificated form are expected to be credited to CREST stock accounts on or around 8.00 a.m. on 4 April 2018 and definitive share certificates for Placing Shares to be held in certificated form are expected to be dispatched to shareholders in the week commencing 16 April 2018.

Following Admission, the number of Ordinary Shares that the Company will have in issue will be 282,429,696. There are no Ordinary Shares held in treasury. Therefore, the Company hereby confirms that the total number of voting rights in the Company will, following Admission, be 282,429,696.  This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules of the FCA.

The Group plans to issue its 2017 Annual Report and Results for the year ended 31 December 2017, based on its audited statutory accounts, on Monday, 16 April 2018.

Capitalised terms used and not otherwise defined in this announcement have the meaning given to them in the Circular.

Enquiries:

PureTech Health plc Daphne Zohar Stephen Muniz Allison Mead Talbot	[phone]
Jefferies International Limited (Sponsor, Joint Bookrunner and Corporate Broker) Simon Hardy Gil Bar-Nahum Lee Morton Christopher Binks	[phone]
Peel Hunt LLP (Joint Bookrunner) James Steel Christopher Golden Jock Maxwell Macdonald Oliver Jackson	[phone]
FTI Consulting (Financial Communications) Ben Atwell	[phone]

About PureTech Health

PureTech Health (LSE:PRTC) is an advanced, clinical-stage biopharmaceutical company developing novel medicines targeting serious diseases that result from dysfunctions in the nervous, immune, and gastrointestinal systems (brain-immune-gut or the "BIG" axis), which together represent the adaptive human systems. PureTech Health is at the forefront of understanding and addressing the biological processes and crosstalk associated with the BIG axis. By harnessing this emerging field of human biology, PureTech Health is pioneering new categories of medicine with the potential to have great impact on people with serious diseases. PureTech Health is advancing a rich pipeline of innovative therapies that includes two pivotal stage programmes, multiple human proof-of-concept studies and a number of early clinical and pre-clinical programmes. PureTech Health's research and development pipeline has been advanced in collaboration with some of the world's leading scientific experts, who along with PureTech Health's team of biopharma pioneers, entrepreneurs and seasoned Board, identify, invent, and clinically de-risk new medicines. With this experienced team pursuing cutting edge science, PureTech Health is building the biopharma company of the future focused on improving and extending the lives of people with serious disease. For more information, visit www.puretechhealth.com or connect with us on Twitter @puretechh.

IMPORTANT NOTICE

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published, distributed or forwarded should inform themselves about and observe such restrictions. The information contained herein is not for release, publication, distribution or forwarding, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement and the information contained herein does not contain or constitute an offer to sell or a solicitation of an offer to subscribe or buy any securities referred to herein in the United States. Any securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States, subject to certain limited exceptions, except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws. Any securities referred to herein may be offered and sold only in "offshore transactions" as defined in and pursuant to Regulation S or in private placement transactions that are exempt from the registration requirements under the Securities Act. No public offering of any securities referred to herein is being made in the United States.

This announcement and the information contained herein does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an offer or solicitation would be unlawful and any securities referred to herein have not been and will not be registered under the securities laws of Australia, Canada, Japan or the Republic of South Africa  or any other jurisdiction where any offer of such securities would breach any applicable law, and may not be offered, sold, resold, or delivered, directly or indirectly, within Australia, Canada, Japan or the Republic of South Africa, or in any jurisdiction where it is unlawful to do so, except pursuant to an applicable exemption.

Jefferies International Limited and Peel Hunt LLP (the "Bookrunners") are each authorised and regulated in the United Kingdom by the FCA. Each of the Bookrunners is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any matters, transactions or arrangements referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Bookrunners by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, neither of the Bookrunners accepts any responsibility whatsoever or make any representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this announcement shall be read as a promise or representation in this respect whether as to the past or future. The Bookrunners accordingly disclaim all and any liability whatsoever arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

Recipients of this announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement. This announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Members of the public are not eligible to take part in the Placing. This announcement and the information contained herein are for information purposes only and are directed only at (a) persons in member states of the European Economic Area who are qualified investors as defined in section 86(7) of FSMA ("Qualified Investors") being persons falling with the meaning of Article 2(1)(e) of the EU Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in any member state) (the "Prospectus Directive"); (b) in the United Kingdom, to Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity in connection with the Placing will be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.

This announcement has been issued by, and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

Neither the contents of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This announcement should not be considered a recommendation by the Bookrunners or any of their respective directors, officers, employees, advisers or affiliates in relation to any purchase of or subscription for securities. None of the Bookrunners, nor any of their respective directors, officers, employees, advisers or affiliates accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy, fairness, sufficiency or completeness of the information or the opinions or beliefs contained in this announcement (or any part hereof). None of the information in this announcement has been independently verified or approved by the Bookrunners or any of their respective directors, officers, employees, advisers or affiliates. Save in the case of fraud, no liability is accepted by the Bookrunners or any of their respective directors, officers, employees, advisers or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such announcements must not be relied on as having been authorised by the Company or the Bookrunners. Subject to the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules and MAR, the issue of this announcement and any subsequent announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information contained in it is correct as at any subsequent date.

This announcement may contain "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Company, the Bookrunners or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law or the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules or MAR. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The information in this announcement is subject to change without notice.

The Placing Shares will not be admitted to trading on any stock exchange other than the London Stock Exchange.

In connection with the Placing, each of the Bookrunners and any of their affiliates, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which they and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's ordinary shares may decline and investors could lose all or part of their investment; the Company's ordinary shares offer no guaranteed income and no capital protection; and an investment in the Company's ordinary shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

END

 

 

ROMBUGDSUBGBGIX