Update on Freeline proposed IPO in the U.S.

Syncona Limited

Update on Freeline proposed IPO in the United States

3 August 2020

Syncona Ltd, a leading healthcare company focused on founding, building and funding a portfolio of global leaders in life science, notes that its portfolio company, Freeline Therapeutics Holdings plc ("Freeline") has filed an amended registration statement on Form F-1 with the U.S. Securities and Exchange Commission (the "SEC") relating to a proposed initial public offering in the United States of its American Depositary Shares ("ADSs"), each ADS representing one ordinary share.

The registration statement discloses an indicative pricing range for the proposed offering of U.S. $16.00 - $18.00 per ADS. This would represent an increase in value of Syncona's current shareholding in Freeline (compared to the sterling holding value announced on 30 June 2020) of £31.6 - £58.2 million (4.7p-8.7p per Syncona share). The proposed offering amount specified in the filing is 7,352,941 ADSs which at the midpoint of the indicative pricing range would result in gross proceeds to Freeline of approximately U.S. $125 million and does not include the underwriters' option to purchase additional ADSs.

Syncona has indicated an interest in purchasing ADSs in the offering, subject to agreement with the underwriters.

The registration statement can be accessed through the SEC's EDGAR database.

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 referred to in this announcement are to be offered only by means of a prospectus. When available, copies of the preliminary prospectus can be obtained from any of the joint book-running managers for the offering: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or by email at [email protected]; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department, by telephone at (866) 718-1649 or by emailing [email protected]; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email at [email protected].

 [ENDS]

Enquiries

Syncona Ltd

Annabel Clay  

Tel: +44 (0) 20 3981 7940

FTI Consulting

Ben Atwell / Natalie Garland-Collins / 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 Limited. 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. In particular, many companies in the Syncona Limited portfolio are conducting scientific research and clinical trials where the outcome is inherently uncertain and there is significant risk of negative results or adverse events arising. In addition, many companies in the Syncona Limited portfolio have yet to commercialise a product and their ability to do so may be affected by operational, commercial and other risks.

About Syncona

Syncona is a leading FTSE250 healthcare company focused on founding, building and funding a portfolio of global leaders in life science. Our vision is to build a sustainable, diverse portfolio of 15 - 20 companies focused on delivering transformational treatments to patients in truly innovative areas of healthcare, through which we are seeking to deliver strong risk-adjusted returns for shareholders.

We seek to partner with the best, brightest and most ambitious minds in science to build globally competitive businesses. We take a long-term view, underpinned by a strategic capital base which provides us with control and flexibility over the management of our portfolio. We focus on delivering dramatic efficacy for patients in areas of high unmet need.

About Freeline

Freeline is a clinical-stage biotechnology company focused on AAV-based gene therapy targeting the liver.