TIDMARIX
RNS Number : 9198H
Arix Bioscience Plc
16 March 2018
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTIONS WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
This announcement (the "Announcement") is an advertisement for
the purposes of the Prospectus Rules of the Financial Conduct
Authority ("FCA") and is not a prospectus. This Announcement does
not constitute or form part of, and should not be construed as, any
offer for sale or subscription of, or solicitation of any offer to
buy or subscribe for, any shares in any jurisdiction, including in
or into the United States, Australia, Canada, Japan, New Zealand,
the Republic of Ireland or the Republic of South Africa or any
other jurisdictions, nor shall it, or any part of it, or the fact
of its distribution, form the basis of, or be relied on in
connection with, any contract or investment decision whatsoever, in
any jurisdiction. Investors should not purchase or subscribe for
any shares or other securities referred to in this Announcement
except on the basis of information in the prospectus in its final
form (the "Prospectus") published by Arix Bioscience plc (the
"Company" or "Arix Bioscience") in connection with the proposed
firm placing, placing and offer for subscription (the "Capital
Raising") and the admission of the new ordinary shares in the
Company (the "New Ordinary Shares") to the standard segment of the
Official List of the Financial Conduct Authority (the "Official
List") and to trading on the Main Market for listed securities of
the London Stock Exchange plc (the "London Stock Exchange"). The
intended offering of securities described in this Announcement has
not been and will not be registered under the US securities laws,
and accordingly, any intended offer or sale of those securities may
only be made in a transaction exempt from registration.
This Announcement does not constitute a recommendation
concerning the Capital Raising. Any investment decision must be
made exclusively on the basis of the Prospectus published today by
the Company and any supplement thereto in connection with the
admission of New Ordinary Shares to the Official List
("Admission"). Copies of the Prospectus will, following
publication, be available for inspection at the Company's
registered office.
16 March 2018
Arix Bioscience plc
(the "Company" or "Arix Bioscience" and, together with its
subsidiaries, the "Group")
Results of Capital Raising
Arix Bioscience plc, a global healthcare and life science
company supporting medical innovation, today announces that it has
successfully raised approximately GBP87 million in the Capital
Raising announced on 28 February 2018 from both new and existing
investors.
A total of 38,610,928 New Ordinary Shares will be issued at the
Offer Price (subject to the conditions noted below). Following
Admission, the number of Ordinary Shares that the Company has in
issue will be 134,764,018. The total number of voting rights of the
Company will be 134,764,018 and this figure may be used by
Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the Disclosure and
Transparency Rules of the FCA. No shares are held in treasury.
The New Ordinary Shares will rank pari passu in all respects
with the Existing Ordinary Shares, including as regards the right
to receive all dividends and other distributions (if any) declared,
paid or made by Arix Bioscience after Admission. The New Ordinary
Shares (in uncertificated form) are expected to be credited to
CREST accounts on or around 8.00 a.m. on 20 March 2018 and
definitive share certificates for the New Ordinary Shares are
expected to be dispatched to certificated shareholders within 14
days of Admission.
The Capital Raising remains conditional on (i) the Resolutions
being passed at the Company's General Meeting to be held at 10.00
a.m. on 16 March 2018 (or any adjournment thereof); (ii) the
Placing Agreement becoming wholly unconditional (save as to
Admission) and not having been terminated in accordance with its
terms prior to Admission; and (iii) Admission having become
effective on or before 8.00 a.m. on 20 March 2018 (or such later
date as the Company and the Joint Bookrunners may agree).
Joe Anderson, Chief Executive Officer of Arix Bioscience plc,
commented:
"Since the inception of Arix, just over 2 years ago, we have
raised in excess of GBP250m to pursue our goal of accessing
breakthroughs in life sciences and accelerating their development
into important new medical treatments.
"We have built interests in 13 promising young businesses, to
date, and see significant potential for value creation among them
in the year ahead. We continue to evaluate other opportunities in
high quality, science-based businesses and the financing announced
today will enable us to embrace these for the benefit of our
shareholders.
"We are delighted with the outcome of the financing and are very
grateful to our current and new investors for their continuing
support and vote of confidence in our business."
Enquiries:
Arix Bioscience plc
Joe Anderson, Chief Executive +44 (0) 20 7290
Officer 1052
Jefferies International Limited
(Global Coordinator and Joint
Bookrunner)
Simon Hardy
Gil Bar-Nahum
Lee Morton +44 (0) 20 7029
Christopher Binks 8000
Stifel Nicolaus Europe Limited
(Joint Bookrunner)
Jonathan Senior +44 (0) 20 7710
Ben Maddison 7600
Scott Harris UK Limited (Intermediaries
Offer Agent)
Jeremy Wiseman +44 (0) 20 7653
Jamie Blewitt 0030
WG Partners LLP (Placing Agent)
David Wilson
Claes Spång +44 (0) 20 3509
Nigel Birks 9330
LifeSci Capital LLC (Placing
Agent)
Michael Rice +1 646 597 6979
Consilium Strategic Communications + 44 (0) 203 709
(Financial PR) 5700
Mary-Jane Elliott arix@consilium-comms.com
Jessica Hodgson
Ivar Milligan
Notes for Editors
Except where the context otherwise requires, defined terms used
in this Announcement have the meanings given to such terms in the
Prospectus.
About Arix Bioscience plc
Arix Bioscience plc is a global healthcare and life science
company supporting medical innovation. Headquartered in London and
with an office in New York, Arix Bioscience sources, finances and
builds world class healthcare and life science businesses
addressing medical innovation at all stages of development.
Operations are supported by privileged access to breakthrough
academic science and strategic relationships with leading research
accelerators and global pharmaceutical companies.
Arix Bioscience plc is listed on the Main Market of the London
Stock Exchange. For further information, please visit
www.arixbioscience.com
DISCLAIMERS
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
This Announcement does not constitute, or form part of, an offer
to sell, or a solicitation of an offer to purchase any securities
in the United States of America (including its territories or
possessions, any state of the United States of America and the
District of Columbia) (the "United States"). The securities
referred to herein have not been and will not be registered under
the applicable securities laws of the United States or any state
securities laws, and may not be offered or sold within the United
States or to, or for the account or benefit of, United States
persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the United States
Securities Act of 1933, as amended (the "US Securities Act") and
such other applicable state securities laws. Accordingly, the
securities may be offered and sold only to (i) (x) "qualified
institutional buyers," as defined in Rule 144A of the US Securities
Act ("Rule 144A"), who are also, in each case, "qualified
purchasers" ("QPs"), as defined in Section 2(a)(51) of the U.S.
Investment Company Act of 1940, as amended, for the purposes of
Section 3(c)(7) of the Investment Company Act and the rules
promulgated thereunder, or (y) "accredited investors," as defined
in Rule 501(a) of Regulation D of the US Securities Act who are
also, in each case, QPs and in each case, in reliance on an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act, or (ii) outside
of the United States in reliance upon Regulation S under the US
Securities Act to non-U.S. persons in offshore transactions.
This Announcement is not for publication or distribution, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Japan, South Africa or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdictions. The distribution of this
Announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein is received should inform themselves about and
observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This Announcement does not constitute, or form part of, any
offer of, or the solicitation of an offer to buy or subscribe for,
the securities referred to herein to any person in any
jurisdiction, including the United States, Australia, Canada,
Japan, New Zealand, the Republic of Ireland or the Republic of
South Africa or in any jurisdiction to whom or in which such offer
or solicitation is unlawful.
This Announcement is only addressed to and directed at persons
in member states of the European Economic Area ("EEA") who are
"qualified investors" ("Qualified Investors") within the meaning of
Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC)
and amendments thereto, including Directive 2010/73/EU, to the
extent implemented in the Relevant Member State of the EEA) and any
implementing measure in each relevant member state of the EEA (the
"Prospectus Directive"). Any investment or investment activity to
which this Announcement relates is available only to and will only
be engaged in with such persons.
This Announcement may include statements that are, or may be
deemed to be, "forward-looking terminology, including the terms
"targets", "believes", "estimates, "plans", "projects",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. Forward-looking statements
reflect the Group's current view with respect to future events and
are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's business,
results of operations, financial position, liquidity, prospects
growth and strategies. Forward-looking statements speak only as of
the date they are made and cannot be relied upon as a guide to
future performance.
The Company, Jefferies International Limited ("Jefferies"),
Stifel Nicolaus Europe Limited ("Stifel" and together with
Jefferies, the "Joint Bookrunners"), WG Partners LLP ("WG
Partners") and LifeSci Capital LLC ("LifeSci" and together with WG
Partners, the "Placing Agents") and their respective affiliates
expressly disclaims any obligation or undertaking to update, review
or revise any forward looking statement contained in this
Announcement whether as a result of new information, future
developments or otherwise.
Any purchase of securities in the proposed Capital Raising
should be made solely on the basis of the information contained in
the Prospectus. No reliance may or should be placed by any person
for any purposes whatsoever on the information contained in this
Announcement or on its completeness, accuracy or fairness. The
information in this Announcement is subject to change. This
Announcement has not been approved by any competent regulatory
authority.
The Capital Raising timetable, including the date of Admission,
may be influenced by a range of circumstances such as market
conditions. There is no guarantee that Admission will occur and you
should not base your financial decisions on the Company's
intentions in relation to Admission at this stage. Acquiring
securities to which this Announcement relates may expose an
investor to a significant risk of losing all or part of the amount
invested. Persons considering making such an investment should
consult an authorised person specialising in advising on such
investments. This Announcement does not constitute a recommendation
concerning the Capital Raising. The value of the New Ordinary
Shares can decrease as well as increase. Potential investors should
consult a professional adviser as to the suitability of the Capital
Raising for the person concerned. Past performance cannot be relied
upon as a guide to future performance.
The Joint Bookrunners and WG Partners are authorised and
regulated by the FCA in the UK. LifeSci is registered as a
broker-dealer with the US Securities and Exchange Commission.
The Joint Bookrunners, WG Partners and LifeSci are acting
exclusively for the Company and no one else in connection with the
Capital Raising and Admission. Jefferies, Stifel, WG Partners and
LifeSci will not regard any other person as a client in relation to
the Capital Raising and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement, the Capital Raising and Admission or any transaction,
arrangement, or other matter referred to herein.
In connection with the Capital Raising, Jefferies and Stifel,
acting as investors for their own accounts, may purchase New
Ordinary Shares and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for its own accounts in such New
Ordinary Shares and other securities of the Company or related
investments in connection with the Capital Raising or otherwise.
Accordingly, references in the Prospectus, once published, to the
New Ordinary Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by Jefferies and any
of its affiliates acting as investors for their own accounts. In
addition, Jefferies and Stifel may enter into financing
arrangements and swaps in connection with which it or its
affiliates may from time to time acquire, hold or dispose of New
Ordinary Shares. Jefferies and Stifel do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
None of Jefferies, Stifel, WG Partners, LifeSci or any of their
respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of, the information in this
Announcement (or whether any information has been omitted from the
Announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
Announcement or its contents or otherwise arising in connection
therewith.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEXELLFVXFLBBX
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