Gyroscope files registration statement

Syncona Limited

19 April 2021

Gyroscope 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, Gyroscope Therapeutics ("Gyroscope"), a clinical-stage gene therapy company focused on treating diseases of the eye, 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 Gyroscope. All ADSs to be sold in the proposed IPO will be offered by Gyroscope.  The number of ADSs to be offered and the pricing terms for the proposed IPO have not yet been determined.

Morgan Stanley, Goldman Sachs & Co. LLC and Citigroup are expected to act as joint book-running managers for the proposed offering.

The Registration Statement relating to the ADSs has been filed with the SEC but has not yet become effective. The ADSs may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. 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 may be obtained from:

·     Morgan Stanley & Co. LLC: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014;

·     Goldman Sachs & Co. LLC: Prospectus Department 200 West Street, New York, New York 10282, by telephone at (866) 471-2526, by facsimile at (212) 902-9316 or by email at [email protected]; or

·   Citigroup Global Markets Inc.: Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (800) 831-9146 or by email at [email protected].

Gyroscope has applied to list its ADSs on The Nasdaq Global Select Market under the symbol "VISN."

[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.