Achilles files registration statement

Syncona Limited

02 March 2021

Achilles files registration statement for proposed initial public offering in the United States

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, Achilles Therapeutics plc ("Achilles"), a clinical-stage biopharmaceutical company developing precision T cell therapies to treat solid tumours, announced it has filed a registration statement on Form F-1 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") relating to a proposed initial public offering ("IPO") in the United States of its American Depositary Shares ("ADSs"), each representing one ordinary share of Achilles. All ADSs to be sold in the proposed IPO will be offered by Achilles.  The number of ADSs to be sold and the pricing terms for the proposed IPO have not yet been determined.

J.P. Morgan, BofA Securities and Piper Sandler are expected to act as joint book-running managers for the offering. Chardan, Oppenheimer & Co, and Kempen & Co are expected to act as co-managers.

The Registration Statement relating to the securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers be accepted, prior to the registration statement becoming effective. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or 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 relating to and describing the terms of the proposed IPO can be obtained from the following sources:

·      J.P. Morgan Securities LLC, Attention Equity Syndicate Desk, 383 Madison Avenue, New York, New York 10179, or via email: [email protected];

·      BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, or via email: [email protected]; or

·      Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, by telephone: (800) 747-3924, or via email: [email protected].

Achilles has applied to list its ADSs on The Nasdaq Global Market under the symbol "ACHL."

[ENDS]

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.

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

About Syncona

Syncona's purpose is to invest to extend and enhance human life. We do this by founding, building and funding a portfolio of global leaders in life science, 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 dynamic 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 strategic 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 few treatment options, build sustainable life science companies and deliver strong risk-adjusted returns to shareholders.