Result of Capital Raising

15 December 2016

This announcement is for information purposes only and does not contain or constitute an offer of, or the solicitation of an offer to buy, any securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with any offer or commitment whatsoever in any jurisdiction.

This announcement is an advertisement and not a prospectus. It does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws.

BACIT LIMITED ("BACIT" OR THE “COMPANY”)

RESULT OF CAPITAL RAISING

Further to the announcement yesterday regarding the results of the Extraordinary General Meeting, the Company is pleased to announce the successful completion of the capital raise announced on 28 November 2016.  After taking account of the liquidity facility offered to shareholders, the Company has raised primary gross proceeds of £357.1 million under the Firm Placing, Placing and Open Offer (the "Issue") which will be used to make further investments. 

Pursuant to the Firm Placing, and in respect of the acquisitions announced on 28 November 2016, the Company has issued 243,461,685 New Ordinary Shares to Wellcome Trust and 20,872,732 New Ordinary Shares to Cancer Research UK. Pursuant to the Placing and Open Offer, the Company has issued a further 7,914,205 New Ordinary Shares to investors after satisfying in full the liquidity elections of 58,993,047 Ordinary Shares. As a result of the Issue, Wellcome Trust will have 37.0 per cent. ownership of the Company and Cancer Research UK will have 3.2 per cent. ownership of the Company. Both Wellcome Trust and Cancer Research UK are subject to a 24 month shareholding lock-up.

Application has been made for the 272,248,622 New Ordinary Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities with effect from 8.00 a.m. on 19 December 2016. Thereafter, the Company will have a total of 658,387,407 shares issued and outstanding.

The Company will make a further announcement in due course in respect of the timing of its change of name and change of ticker.

Tom Henderson, Founder of BACIT, said:

“This is a great day for patients, for British science and for investors. I would like to take this opportunity to thank the BACIT managers and the BACIT shareholders for their support of this exciting transaction.”

Martin Murphy, CEO of Syncona, said:

“This transaction has created an exciting healthcare platform for long-term life science investing, aligned with the Wellcome Trust and CRUK, two of the UK’s premier charitable funders. We are looking forward to working alongside the team at BACIT to deliver attractive returns for shareholders and make a real difference for patients.”

Terms used in this announcement shall have the same meaning as set out in the Prospectus and Circular published by the Company on 28 November 2016. 

For further information please contact:

Northern Trust International Fund Administration Services (Guernsey) Limited
Tel: [phone]

J.P. Morgan Cazenove, Bookrunner
William Simmonds
James Mitford
Tel: [phone]

Tulchan Communications
Doug Campbell
Siobhan Weaver
Tel: [phone]

Temple Bar Advisory
Ed Orlebar
Tel: [phone]

Important Notices

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The 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, any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. In addition, the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, in or into the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the Securities Act ("Regulation S")). There will be no public offer of the New Ordinary Shares in the United States.

The securities to which this announcement relates have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy of adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.

J.P. Morgan Cazenove is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting exclusively for the Company and no one else in connection with the Proposals, and will not regard any other person as their respective clients in relation to the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Proposals, the contents of this announcement or any transaction, arrangement or other matter referred to herein.