Update on Achilles’ proposed IPO

Syncona Limited

Update on Achilles' proposed IPO in the United States

25 March 2021

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") 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. $17.00 - $19.00 per ADS. This would represent an increase in value of Syncona's current shareholding in Achilles (compared to the sterling holding value announced on 31 December 2020) of £42.9-£59.1 million[1] (6.4.p-8.8p per Syncona share). The proposed offering amount specified in the filing is 9,750,000 ADSs which at the midpoint of the indicative pricing range would result in gross proceeds to Achilles of approximately U.S. $175.5 million and does not include the underwriters' option to purchase additional ADSs.

A registration statement relating to the securities has been filed with the Securities and Exchange Commission but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. 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. Copies of the preliminary prospectus can be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, collect telephone (212) 834-4533, or by email at [email protected]; from BofA Securities, Attn: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255, or by emailing [email protected]; and from Piper Sandler & Co., 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, Attn: Prospectus Department, by telephone at (800) 747-3924, or by email at [email protected].

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Enquiries

Syncona Ltd

Annabel Clay

Tel: +44 (0) 20 3981 7940

FTI Consulting

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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.