NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO, OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR IN TO ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by PureTech Health plc in connection with the proposed admission of its ordinary shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc. Copies of the Prospectus will, following publication, be available for inspection on the Company's website at www.puretechhealth.com, subject to applicable securities laws, and from the Company's registered office at 5th Floor, 6 St Andrew Street, London, EC4A 3AE, United Kingdom.
19 June 2015
PureTech Health plc
Successfully raises $171 million (£108 million) in Premium List Main Market Initial Public Offering
Offer Price set at 160 pence per Ordinary Share
PureTech Health plc ("PureTech" or the "Company"),a science-driven healthcare company seeking to solve some of the toughest health challenges in disruptive ways, today announces the successful pricing of its initial public offering (the "Offer").
· The offer price has been set at 160 pence per Ordinary Share (the "Offer Price")
· Based on the Offer Price, the total market capitalisation of PureTech at the commencement of conditional dealings will be approximately £363.6 million ($574.8 million)
· The Offer comprises 67,599,621 new Ordinary Shares to be issued by the Company (prior to any exercise of the Over-allotment Option)
· Total gross proceeds to be raised by the Company are expected to be approximately $171 million (£108.2 million) (prior to any exercise of the Over-allotment Option)
· Conditional dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00am today under the ticker "PRTC" (ISIN: GB00BY2Z0H74)
· Admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange, and the commencement of unconditional dealings are expected to take place at 8.00am on 24 June 2015
· As stabilising manager on behalf of the bookrunners, Jefferies International Limited ("Jefferies") has been granted an over-allotment option, exercisable no later than thirty days from today, by the Company over up to a maximum of 10,139,943 Ordinary Shares, representing 15 per cent. of the new Ordinary Shares in the Offer
· In relation to the Offer, Jefferies is acting as Global Co-ordinator, Sole Sponsor and Joint Bookrunner and Peel Hunt LLP ("Peel Hunt") is acting as Joint Bookrunner. Both banks are acting as underwriters
· Upon Admission, the Company will have 227,248,008 Ordinary Shares in issue with an expected free float greater than 26.1% (assuming no exercise of the Over-allotment Option) and 29.2% (assuming exercise in full of the Over-allotment Option)
· It is expected that the Company will be eligible for inclusion in the FTSE UK Index Series
Daphne Zohar, Chief Executive Officer of PureTech, said:
"We are delighted with the reception of PureTech's initial public offering and strong institutional support for PureTech's business model. The $171 million (£108 million) proceeds of the fundraising will help PureTech bring our most advanced product candidates towards commercialisation and launch. We would like to thank this broad group of investors for supporting our listing and sharing our vision."
Further information
The Company (365 days), Invesco Asset Management and certain other shareholders holding 1% or more in the share capital of the Company (180 days), certain shareholders holding greater than 0.2% but less than 1% in the share capital of the Company (90 days), senior managers and certain other employees (365 days), and the Directors (365 days) have committed to lock-up arrangements following Admission, which are subject to certain customary exceptions, including waiver by the Global Co-ordinator.
Enquiries
PureTech Daphne Zohar, Chief Executive Officer Stephen Muniz, Executive Vice President, Legal, Finance and Operations |
+1 617 456 0032 |
Jefferies (Global Co-ordinator, Sole Sponsor and Joint Bookrunner) Simon Hardy Graham Hertrich Lee Morton Gil Bar-Nahum Christopher Binks |
+44 (0) 20 7029 8000 |
Peel Hunt (Joint Bookrunner) Clare Terlouw Jock Maxwell Macdonald Oliver Jackson |
+44 (0) 20 7418 8900 |
FTI Consulting (Communications adviser to PureTech) Ben Atwell Matthew Cole |
+44 (0) 20 3727 1000 |
Notes to Editors
PureTech is a science-driven healthcare company, seeking to solve some of today's toughest health challenges in disruptive ways. PureTech generates unconventional ideas, rigorously tests them, and builds businesses around potentially disruptive solutions with the aim to address significant unmet healthcare needs. PureTech has a proactive, theme-driven approach to creating innovative healthcare solutions, typically rooted in academic research and vetted by a network of experts with experience across multiple disciplines. PureTech currently has 12 operating companies which are actively developing product candidates designed to address significant markets in healthcare.
PureTech engages and collaborates with leading scientists across disciplines to source and evaluate a broad range of technologies in the selected theme to identify, validate and develop high impact technologies. This established model enables PureTech to take a broad, solution-agnostic and international view of a significant number of technologies in a particular theme, allowing PureTech's evaluation to be driven by a strong science and technology rigour. PureTech's theme-driven company creation process combines approaches from disparate fields, which the Directors believe offers PureTech a competitive advantage as the healthcare landscape rapidly changes as a result of the convergence of new technologies and participation by non-healthcare corporate entities.
As of 31 May 2015, the Group had existing consolidated cash balances of $132.2 million (£83.6 million). The Company expects to receive net proceeds from the Offer of approximately £99.3 million ($157 million).
The Directors intend to use the net proceeds of the Offer, together with a proportion of its existing cash resources, to: invest in existing growth stage operating companies to drive product candidates towards commercialisation; develop new, high impact product candidates; continue to operate the Group's efficient corporate platform; and retain flexibility to respond to other funding requirements as they arise.
Except where the context otherwise requires, defined terms used in these notes to editors have the meanings ascribed to them in the Prospectus.
Expected timetable of principal events
|
Time and Date |
Publication of Prospectus |
19 June 2015 |
Commencement of conditional dealings in Ordinary Shares on the London Stock Exchange |
8:00am on 19 June 2015 |
Admission and commencement of unconditional dealings in Ordinary Shares on the London Stock Exchange |
8:00am on 24 June 2015 |
CREST accounts credited with uncertificated shares |
8:00am on 24 June 2015 |
Despatch of definitive share certificates (where applicable) |
by 8 July 2015 |
Each of the times and dates in this announcement, except the date of publication of the Prospectus, is subject to change without further notice. References to times are to London time unless otherwise stated. Temporary documents of title will not be issued.
It should be noted that, if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned.
Offer statistics
Offer Price per Ordinary Share |
160 pence |
Number of Ordinary Shares in issue immediately prior to Admission |
159,648,387 |
Number of Offer Shares to be issued by the Company |
67,599,621 |
Percentage of the Company's issued share capital immediately following Admission being issued or sold pursuant to the Offer |
29.7 % |
Maximum number of Ordinary Shares subject to the Over-allotment Option(a) |
10,139,943 |
Number of Ordinary Shares in issue immediately following Admission(b) |
227,248,008 |
Estimated net proceeds of the Offer receivable by the Company(b)(c) |
£99.3 million ($157 million) |
Expected market capitalisation of the Company based on the Offer Price following Admission(b)(d) |
£363.6 million |
Notes:
(a) The maximum number of Ordinary Shares subject to the Over-allotment Option granted by the Company will be 15 per cent. of the total number of the Offer Shares.
(b) This assumes no exercise of the Over-allotment Option.
(c) Net proceeds receivable by the Company are stated after deduction of underwriting commissions and other estimated expenses (including VAT) of approximately £8.9 million ($14.0 million).
(d) The market capitalisation of the Company at any given time will depend on the market price of the Ordinary Shares at that time. There can be no assurance that the market price of an Ordinary Share will equal or exceed the Offer Price.
Full details of the Offer will be included in the Prospectus, expected to be published and made available on the Company's website later today.
Forward looking statements
Certain statements contained in this announcement that are not statements of historical fact, including, without limitation, any statements as to the strategy, plans or future financial performance of the Group constitute "forward-looking statements". These forward-looking statements can be identified by the terminology which precedes or follows such statements including the words "targets," "believes," "expects," "aims," "intends," "may," "anticipates," "would," "could" or similar expressions or the negative thereof, notwithstanding that such statements are not specifically identified. Forward-looking statements appear in a number of places throughout this announcement and include, but are not limited to: (i) statements about the benefits of any contemplated offering of securities, including future financial and operating results; (ii) statements of strategic objectives, business prospects, future financial condition, budgets, projected levels of production, projected costs and projected levels of revenues and profits of the Company or its management or Board of Directors; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements.
By their nature, forward-looking statements involve risk and uncertainty, because they relate to future events and circumstances. The forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions and are based on a number of assumptions that, while considered reasonable by the Directors, the Company or the Group, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are not guarantees of future performance, and the actual results, performance, achievements or industry results of PureTech's operations, results of operations, financial position and the development of the markets and the industry in which it operates or is likely to operate may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement and no assurance can be given that such future results or performance will be achieved. In addition, even if the operations, results of operations, financial position and the development of the markets and the industry in which PureTech operates is consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations.
Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect PureTech's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to PureTech's financial position, operations, results of operations, growth, strategy and expectations. Any forward-looking statement speaks only as of the date on which it is made. New factors will emerge in the future, and it is not possible for PureTech to predict which factors they will be. In addition, PureTech cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statements.
Save as required by law, or by the Listing Rules, the Prospectus Rules or the Disclosure Rules and Transparency Rules of the Financial Conduct Authority ("FCA"), each of PureTech, Jefferies, Peel Hunt and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. You are cautioned against placing undue reliance on any forward-looking statement in this announcement.
Important notice
The contents of this announcement, which have been prepared and issued by, and are the sole responsibility of the Company, have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended) ("FSMA") by Jefferies.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement and copies of this announcement are not being made and may not be distributed, published, or sent, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, South Africa or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would be unlawful or would require registration or other measures.
The Offer and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not and does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where such an offer would be unlawful.
The Securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable laws of any state or other jurisdiction of the United States. The securities are being offered and sold outside the United States in offshore transactions as defined in, and in compliance with, Regulation S under the US Securities Act. The Company does not intend to register any part of the Offer in the United States and there will be no public offering of securities in the United States.
The Securities have not been and will not be registered under the applicable securities laws of Canada, Japan, South Africa or Australia and may not be offered or sold in Canada, Japan, South Africa or Australia except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the applicable securities laws. There will be no public offering of securities in Canada, Japan, South Africa or Australia.
This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts or other persons to whom it may otherwise lawfully be communicated falling within Article 49(2)(a)-(d) of the Order, (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with such persons. This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons; and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
Any subscription of Offer Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus. No reliance may or should be placed by any person for any purpose whatsoever on the information and opinions contained in this announcement or on its completeness, accuracy or fairness (or whether any information has been omitted from the announcement). The information in this announcement is subject to change and does not purport to be full or complete. Neither PureTech, Jefferies nor Peel Hunt undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of PureTech to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.
Jefferies and Peel Hunt, which are each authorised and regulated in the United Kingdom by the FCA, are acting exclusively for PureTech and no one else in connection with the Offer, and will not regard any other person as their respective client in relation to the Offer, and will not be responsible to anyone other than PureTech for providing the protections afforded to their clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, Jefferies, Peel Hunt or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of PureTech or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, or offer to, or subscription, placing or dealing by, Jefferies, Peel Hunt or any of their affiliates acting as investors for their own accounts. Neither Jefferies, Peel Hunt nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies or Peel Hunt by the FSMA or the regulatory regime established thereunder, neither Jefferies, Peel Hunt nor any of their respective affiliates or any of their respective directors, officers, employees, advisers or any other person accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, in relation to the contents of this announcement, including its truth, accuracy, completeness or fairness (or whether any information has been omitted from the announcement) or any other information relating to the Group made or purported to be made by it, or on behalf of it (or any of its operating company undertakings or affiliates or any of their respective directors, officers, employees or advisers), the Company, the Directors or any other person, in connection with the Company, the Ordinary Shares or the Offer, whether written, oral or in visual or electronic form and howsoever transmitted or made available, and nothing in this announcement or any such other information shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Jefferies and Peel Hunt accordingly disclaims to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of this announcement or any such other information.
The Offer timetable, including the date of Admission may be influenced by factors such as market conditions. There is no guarantee that Admission will occur and investors should not base their financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of securities can decrease as well as increase.
In connection with the Offer, Jefferies as stabilising manager (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Offer Shares or effect other transactions with a view to supporting the market price of the Offer Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager may, for stabilisation purposes, over-allot Offer Shares up to a maximum of 15 per cent. of the total number of Offer Shares comprised in the Offer. The Stabilising Manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter and shall be carried out in accordance with applicable rules and regulations. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
