PureTech Announces Share Buyback Program Update
May 09 2022 - 1:00AM
Business Wire
PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) ("PureTech" or the
"Company"), a clinical-stage biotherapeutics company dedicated to
discovering, developing and commercializing highly differentiated
medicines for devastating diseases, announces that, in connection
with the $50 million share buyback program announced on 5 May 2022,
it is now commencing purchases of the Company’s ordinary shares of
one pence each (“Ordinary Shares”) (the “Program”). The Program
will be carried out in tranches and is in line with the Company’s
previously announced capital allocation strategy to balance
investment in the continued growth of its business with potential
returns of capital to shareholders.1
PureTech plans to execute the buyback in two tranches. In
respect of the first tranche, PureTech announces that it has
entered into an irrevocable non-discretionary instruction with
Jefferies International Limited ("Jefferies") in relation to the
purchase by Jefferies, acting as principal during the period
commencing on 9 May 2022 and ending on the earlier of exhaustion of
funds associated with the first tranche or 8 May 2023 (subject to
any regulatory objections or concerns), of Ordinary Shares for an
aggregate consideration (excluding expenses) of no greater than $25
million and the simultaneous on-sale of such Ordinary Shares by
Jefferies to PureTech. Jefferies will make its trading decisions in
relation to the Ordinary Shares independently of, and uninfluenced
by, the Company. Purchases may continue during any close period to
which the Company is subject. It is anticipated that the second
tranche, subject to a separate instruction, will commence promptly
on completion of the first tranche, subject to renewal of the
requisite authority at the 2022 AGM.
The maximum number of Ordinary Shares that can be purchased
under the first tranche of the Program is 28,589,874 Ordinary
Shares (being the maximum number of shares the Company is
authorized to purchase pursuant to the authority granted by
shareholders at the Company's annual general meeting held on May
27, 2021).
The purpose of the Program is to return capital to shareholders
in line with the Company’s capital allocation strategy and to
enable the Company to meet obligations arising from employee share
option programs, or other allocations of shares to employees of the
Company or to members of the administrative, management or
supervisory bodies of the Company, or an associate of the Company.
Any shares repurchased for this purpose will be held in
treasury.
Any purchase of Ordinary Shares under the first tranche of the
Program will be carried out on the London Stock Exchange and any
other UK recognized investment exchange which may be agreed, in
accordance with pre-set parameters and in accordance with, and
subject to limits, including those limits related to daily volume
and price, prescribed by the Company's general authority to
repurchase Ordinary Shares granted by its shareholders at its most
recent annual general meeting on May 27, 2021, Chapter 12 of the
Financial Conduct Authority's UK Listing Rules, Article 5(1) of
Regulation (EU) No. 596/2014 (as incorporated into UK domestic law
by the European Union (Withdrawal) Act 2018) and Commission
Delegated Regulation (EU) 2016/1052 (as incorporated into UK
domestic law by the European Union (Withdrawal) Act 2018).
PureTech will announce any market repurchases of Ordinary Shares
no later than 7.30 a.m. BST on the business day following the
calendar day on which the repurchase occurred.
About PureTech Health PureTech is a clinical-stage
biotherapeutics company dedicated to discovering, developing and
commercializing highly differentiated medicines for devastating
diseases, including inflammatory, fibrotic and immunological
conditions, intractable cancers, lymphatic and gastrointestinal
diseases and neurological and neuropsychological disorders, among
others. The Company has created a broad and deep pipeline through
the expertise of its experienced research and development team and
its extensive network of scientists, clinicians and industry
leaders.
This pipeline, which is being advanced both internally and
through PureTech's Founded Entities, is comprised of 27
therapeutics and therapeutic candidates, including two that have
received both U.S. FDA clearance and European marketing
authorization, as of the date of PureTech's most recently filed
Annual Report and corresponding Form 6-K. All of the underlying
programs and platforms that resulted in this pipeline of
therapeutic candidates were initially identified or discovered and
then advanced by the PureTech team through key validation points
based on unique insights in immunology and drug development.
For more information, visit www.puretechhealth.com or connect
with us on Twitter @puretechh.
Cautionary Note Regarding Forward-Looking Statements This
press release contains statements that are or may be
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements contained
in this press release that do not relate to matters of historical
fact should be considered forward-looking statements, including
those related to the Company’s share buyback program and any future
purchases of its ordinary shares thereunder. The forward-looking
statements are based on current expectations and are subject to
known and unknown risks, uncertainties and other important factors
that could cause actual results, performance and achievements to
differ materially from current expectations, including, but not
limited to, those risks, uncertainties and other important factors
described under the caption “Risk Factors” in our Annual Report on
Form 20-F for the year ended December 31, 2021 filed with the SEC
and in our other regulatory filings. These forward-looking
statements are based on assumptions regarding the present and
future business strategies of the Company and the environment in
which it will operate in the future. Each forward-looking statement
speaks only as at the date of this press release. Except as
required by law and regulatory requirements, we disclaim any
obligation to update or revise these forward-looking statements,
whether as a result of new information, future events or
otherwise.
1As set out in its 2021 Annual Report and Accounts and
Announcement of Annual Results for the year ended December 31, 2021
published on April 26, 2022.
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version on businesswire.com: https://www.businesswire.com/news/home/20220508005040/en/
PureTech Public Relations
publicrelations@puretechhealth.com Investor Relations
IR@puretechhealth.com
EU Media Ben Atwell, Rob Winder +44 (0) 20 3727 1000
ben.atwell@FTIconsulting.com
U.S. Media Nichole Sarkis +1 774 278 8273
nichole@tenbridgecommunications.com
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