Publication of a Prospectus

RTW Biotech Opportunities Ltd

05 January 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO ACQUIRE, ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION IN WHICH ANY OFFER, SOLICITATION OR SALE OF SECURITIES WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO SECURITIES MAY BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE ISSUER (OR, IF APPLICABLE, A SELLING SECURITY HOLDER) AND THAT WILL CONTAIN DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS. RTW BIOTECH OPPORTUNITIES LIMITED DOES NOT INTEND TO MAKE ANY PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER.

5 January 2024

RECOMMENDED ALL-SHARE ACQUISITION OF THE ASSETS OF

ARIX BIOSCIENCE PLC ("Arix")

BY

RTW BIOTECH OPPORTUNITIES LTD ("RTW Bio")

Publication of Prospectus

On 1 November 2023, the boards of RTW Bio and Arix announced (the "Original Announcement") that they had agreed to the terms of a recommended all-share acquisition of Arix's assets by RTW Bio, via a subsidiary, to be effected through a scheme of reconstruction and the voluntary winding-up of Arix under section 110 of the Insolvency Act 1986 (the "Scheme").

RTW Bio is pleased to announce, further to the Original Announcement and Arix's announcement earlier today confirming the publication of a circular in relation to the Scheme (the "Circular"), that the Financial Conduct Authority ("FCA") has approved the RTW Bio prospectus in relation to the proposed admission of new RTW Bio shares pursuant to the Scheme (the "Prospectus").

A copy of the Prospectus will be available for inspection on the RTW Bio website at https://www.rtwfunds.com/rtw-biotech-opportunities-ltd/documents/.

A copy of the Prospectus will also be submitted to the National Storage Mechanism, where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A hard copy of the Prospectus may be obtained free of charge upon request to the Company at: [e-mail].

The expected timetable of principal events is as follows:

Event	Time and/or Date
Publication of this Prospectus	5 January 2024
Voting Record Time	6.30 p.m. on 25 January 2024
First Arix General Meeting	10 a.m. on 29 January 2024
Certain of the following dates are subject to change: *
Posting of notice of Second Arix General Meeting	A date expected to fall before the end of Q1 2024 ("D")
Record Date for entitlements under the Scheme	6.00 p.m. on D+15
Second Arix General Meeting	D+16 ("S")
Scheme Effective Date	S
Announcement of results of the Scheme	S
CREST Accounts credited with, and dealings commence in, Scheme Shares	8.00 a.m. on S+1
Certificates despatched by post in respect of Scheme Shares	Within 10 Business Days of S (or as soon as practicable thereafter)
* These dates are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable). References to times are to London times unless otherwise stated. Any changes to the expected timetable set out above will be notified to the market by the Company via an RIS announcement.

All references in this document to times are to times in London (unless otherwise stated).

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.

Enquiries:

RTW Biotech Opportunities Ltd	[phone]
Woody Stileman	[e-mail]
Josh Baldwin
BofA Securities (Sole Financial Adviser, Sponsor & Joint Corporate Broker to RTW Bio)	[phone]
Kieran Millar Ed Peel James Machin Alex Penney
Deutsche Numis (Joint Corporate Broker to RTW Bio)	[phone]
Freddie Barnfield Nathan Brown Euan Brown
Buchanan (PR & Communications adviser to RTW Bio)	[phone]
Charles Ryland Henry Wilson George Beale

Important information

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively for RTW Bio and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than RTW Bio for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this announcement, any statement contained herein or otherwise, or any transaction or arrangement referred to herein.

Numis Securities Limited (which is trading for these purposes as Deutsche Numis) ("Deutsche Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as corporate broker exclusively for RTW Bio and for no one else and will not be responsible to anyone other than RTW Bio for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Deutsche Numis, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this announcement, any statement contained herein or otherwise, or any transaction or arrangement referred to herein.

 Notice to US Shareholders in Arix

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to any "U.S. persons" (as defined in Rule 902 under the Securities Act), except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The Scheme Shares will be offered and sold for investment purposes only in the United States or to U.S. Persons (as such terms are defined in Rule 902 of Regulation S promulgated under the Securities Act) under the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in compliance with the applicable securities laws of each state or other jurisdiction in which the offering will be made.  Each prospective investor that is within the United States or that is a U.S. Person (as such term is defined in Rule 902 of Regulation S promulgated under the Securities Act) must be both (i) an "accredited investor" as defined in Rule 501(a) of Regulation D of the Securities Act and (ii) a (A) "qualified purchaser" as the term is defined under Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the "1940 Act") and the rules and regulations promulgated thereunder or (B) "knowledgeable employee" as such term is defined in Rule 3c-5(a)(4) promulgated under the 1940 Act. Scheme Shares will be offered and sold outside of the United States to investors that are not U.S. Persons in accordance with Regulation S under the Securities Act.

RTW Bio is not registered, and does not intend to be subject to registration, as an investment company under the 1940 Act in reliance upon one or more exclusions or exemptions from registration thereunder. U.S. Shareholders of Arix are requested to execute an investor letter ("AI/QP Investor Letter") appended to the Prospectus. The AI/QP Investor Letter contains representations and restrictions on transfer designed to assure that the conditions of such exclusions or exemptions will be met.  Investors in RTW Bio will therefore not receive the protections afforded by the 1940 Act to investors in a registered investment company.  RTW Bio will not make a public offering of the Scheme Shares to satisfy the exclusion from registration as an investment company under the 1940 Act.  If RTW Bio is deemed to be an investment company and therefore is required to register under the 1940 Act, such requirement could prohibit RTW Bio from operating in its intended manner and could have a material adverse effect on RTW Bio.

The Scheme Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, the 1940 Act and any applicable state and other securities laws, pursuant to registration or an exclusion or exemption therefrom.  The transferability of the Scheme Shares are further restricted by the terms of the AI/QP Investor Letter, and any re-offer or resale of any Scheme Shares in the United States or to U.S. Persons may constitute a violation of U.S. law. U.S. Shareholders of Arix should be aware that they may be required to bear the financial risks of any investment in RTW Bio for an indefinite period of time.  RTW Bio reserves the right to refuse to accept any subscriptions, resales or other transfers of Scheme Shares to U.S. Persons or to any person, including on the basis that doing so would risk RTW Bio's loss of an exclusion or exemption under U.S. securities laws (e.g., the Securities Act and the 1940 Act). RTW Bio further reserves the right to require the transfer or redemption of Scheme Shares held by any person for any reason, including circumstances that may prejudice the tax status of RTW Bio, may cause RTW Bio to be in violation of the Securities Act, the 1940 Act or any applicable state securities act or may cause RTW Bio to suffer any pecuniary, fiscal or administrative disadvantage which may be unlawful or detrimental to the interests or well-being of RTW Bio.

 

END