Syncona Limited

Freeline registered direct offering

11 March 2022

Syncona Ltd, a leading healthcare company focused on founding, building and funding global leaders in life science, has entered into a definitive agreement with Freeline Therapeutics Holdings plc (Nasdaq: FRLN) ("Freeline"), alongside other existing shareholders to purchase an aggregate of $26.1 million of its American Depositary Shares ("ADSs"), each representing one ordinary share of the company, at a price of $1.05 per ADS, in a registered direct offering.

Syncona has agreed to invest $20.0 million (£15.3 million[1]) in the offering. Following the offering, Syncona retains a stake of 55%[2] in Freeline (amounting to 37,862,147 ordinary shares) which was valued at £30.4 million at close of business on 10 March 2022.

Freeline intends to use the net proceeds from this offering to fund activities relating to the continued development of its product candidates and gene therapy platform and for other general corporate purposes.

The closing of the offering is expected to occur on or about March 15, 2022, subject to the satisfaction of customary closing conditions.

Chris Hollowood, Chief Investment Officer of Syncona Investment Management Limited, said: "Following on from the recent sale of Gyroscope, we continue to work closely with our portfolio companies as they progress their programmes to late-stage development. We are pleased to leverage our strategic balance sheet as we participate in this financing, which will allow the company to capitalise on its renewed momentum and significantly progress its clinical pipeline in haemophilia B, Fabry disease and Gaucher disease."

The ADSs described above are being offered by Freeline pursuant to an effective "shelf" registration statement on Form F-3 (SEC File No. 333-259444) previously filed with the Securities and Exchange Commission (the "SEC") on September 10, 2021, and declared effective by the SEC on September 22, 2021. The ADSs may be offered only by means of a written prospectus and prospectus supplement that form a part of the registration statement. The prospectus supplement and accompanying prospectus relating to the offering contain important information relating to the ADSs. The prospectus supplement will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov, or may be obtained, when available, by contacting Freeline Therapeutics Holdings plc, c/o Freeline Therapeutics, Inc., Attn: Investor Relations, 915 Broadway, Suite 1005, New York, New York 10010, or by email at investor@freeline.life.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these ADSs in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. 

[ENDS]

Enquiries

Syncona Ltd

Natalie Garland-Collins / Fergus Witt

Tel: +44 (0) 7714 916615

FTI Consulting

Ben Atwell / Natalie Garland-Collins / Tim Stamper

Tel: +44 (0) 20 3727 1000

About Syncona

Syncona's purpose is to invest to extend and enhance human life. We do this by founding and building companies to deliver transformational treatments to patients in areas of high unmet need.

Our strategy is to found, build and fund companies around exceptional science to create a diversified portfolio of 15-20 globally leading healthcare businesses for the benefit of all our stakeholders. We focus on developing treatments for patients by working in close partnership with world-class academic founders and management teams. Our balance sheet underpins our strategy enabling us to take a long-term view as we look to improve the lives of patients with no or poor treatment options, build sustainable life science companies and deliver strong risk-adjusted returns to shareholders.

About Freeline

Freeline is a clinical-stage biotechnology company developing transformative adeno-associated virus ("AAV") vector-mediated systemic gene therapies. The Company is dedicated to improving patient lives through innovative, one-time treatments that provide functional cures for inherited systemic debilitating diseases. Freeline uses its proprietary, rationally-designed AAV vector, along with novel promoters and transgenes, to deliver a functional copy of a therapeutic gene into human liver cells, thereby expressing a persistent functional level of the missing or dysfunctional protein into the patient's bloodstream. The Company's integrated gene therapy platform includes in-house capabilities in research, clinical development, manufacturing, and commercialization. The Company has clinical programs in Hemophilia B, Fabry disease, and Gaucher disease Type 1. Freeline is headquartered in the UK and has operations in Germany and the US.