Syncona Limited

Autolus announces pricing of public offering

09 December 2022

Syncona Ltd, a leading healthcare company focused on creating, building and scaling global leaders in life science, notes that its portfolio company, Autolus Therapeutics plc ("Autolus") today announced the pricing of its underwritten public offering in the United States of 75,000,000 American Depositary Shares ("ADSs") representing 75,000,000 ordinary shares, at a public offering price of $2.00 per ADS, for total gross proceeds of approximately $150.0 million (£122.5 million)[1]. All ADSs sold in the offering were offered by Autolus. Autolus also granted the underwriters a 30-day option to purchase up to an additional 11,250,000 ADSs at the public offering price, less underwriting discounts and commissions.

Syncona has agreed to invest approximately $28.0 million (£22.9 million) in the offering. Following the offering, Syncona retains a stake of approximately 18.5% in Autolus (amounting to 33,527,163 ordinary shares) which was valued at £54.8 million according to the offering price on 8 December 2022.

Martin Murphy, Chief Executive Officer and Chair of Syncona Investment Management Limited, said, "We are delighted that Autolus has met its primary endpoint in its pivotal FELIX trial for adult ALL and are pleased to invest further in the business as it progresses towards a planned BLA submission in 2023. The company's exciting data and today's financing exemplifies the Syncona model in action - leveraging our strong balance sheet to fund our companies as they progress towards late-stage clinical development and generate exciting data. We will continue to work closely with the Autolus leadership team as it moves towards delivering a product to patients that we believe will have a potentially transformative impact."

This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

The securities are being offered pursuant to an effective shelf registration statement that was previously filed with the U.S. Securities and Exchange Commission ("SEC"). A preliminary prospectus supplement to the prospectus describing the terms of the offering was filed with the SEC on 8 December, 2022, and a final prospectus supplement will be filed with the SEC. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement, which, for the avoidance of doubt, will not constitute a "prospectus" for the purposes of the Regulation (EU) 2017/1129 and has not been reviewed by any competent authority in any member state in the European Economic Area. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained for free from either of the joint book-running managers for the offering, Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at +1 877 821 7388 or by email at Prospectus_Department@Jefferies.com; William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com; or Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com.

[ENDS]

Enquiries

Syncona Ltd

Annabel Clark / Fergus Witt

Tel: +44 (0) 20 3981 7940

FTI Consulting

Ben Atwell / Natalie Garland-Collins / Julia Bradshaw / Tim Stamper

Tel: +44 (0) 20 3727 1000

Forward-looking statements - this announcement contains certain forward-looking statements with respect to the portfolio of investments of Syncona Ltd. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. Nothing in this announcement should be construed as a profit forecast.

About Syncona

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

Our strategy is to create, build and scale companies around exceptional science to create a diversified portfolio of 20-25 globally leading healthcare businesses, across development stage and therapeutic areas, 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 Autolus

Autolus is a clinical-stage biopharmaceutical company developing next-generation, programmed T cell therapies for the treatment of cancer. Using a broad suite of proprietary and modular T cell programming technologies, Autolus is engineering precisely targeted, controlled and highly active T cell therapies that are designed to better recognize cancer cells, break down their defense mechanisms and eliminate these cells. Autolus has a pipeline of product candidates in development for the treatment of hematological malignancies and solid tumors. For more information, please visit www.autolus.com.