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.
3 July 2015
PureTech Health plc (the "Company" or "PureTech")
Exercise of overallotment option - Admission to trading
Further to the announcement on 3 July 2015 that the overallotment option described in the Company's prospectus dated 19 June 2015 (the "Overallotment Option") has been fully exercised, it is expected that 10,139,943 ordinary shares of one pence each in PureTech will be admitted to trading on 6 July 2015. These shares are fully paid and rank pari passu in all respects with the existing issued ordinary shares of the Company.
Including these shares issued as a result of the exercise of the Overallotment Option, the total number of ordinary shares in issue as at 3 July 2015 was 237,387,951 at one pence each, with each share carrying the right to one vote. This figure of 237,387,951 represents the total voting rights in the Company and may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Enquiries:
PureTech Daphne Zohar, Chief Executive Officer Stephen Muniz, Executive Vice President, Legal, Finance and Operations |
+1 617 456 0032 |
FTI Consulting (Communications adviser to PureTech) Ben Atwell Matthew Cole |
+44 (0) 20 3727 1000 |
Important notice
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 initial public offering of the Company (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 Shares 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 Shares 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 Shares 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 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) 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 International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt"), which are each authorised and regulated in the United Kingdom by the Financial Conduct Authority, 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 Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such 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 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 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.
