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Press Release

Results of Placing PureTech Health successfully raises $100 million

PureTech Health
Posted on: 14 Mar 18

PureTech Health (LSE:PRTC) is pleased to announce that it has successfully raised gross proceeds of $100 million (approximately £72 million) through its placing launched yesterday, 12 March 2018 (the "Placing").

 

Jefferies International Limited ("Jefferies") acted as Sponsor, corporate broker and, together with Peel Hunt LLP, joint bookrunner ("Peel Hunt", and together with Jefferies, the "Bookrunners") in respect of the Placing.

 

Daphne Zohar, Chief Executive Officer and Co-founder of PureTech Health plc, commented:

 

“We have made exciting progress at PureTech Health since our IPO, including positive pivotal trial results from two affiliates that are now filing for regulatory approvals; the recent successful NASDAQ IPO of one of our affiliates; and the progression of our clinical pipeline with multiple proof-of-concept readouts and validating partnerships and investments. The proceeds from today's Placing will enable PureTech Health to continue delivering on our promise to patients of advancing novel medicines that target serious disease, and our commitment to shareholders to convert our excellent progress into significant growth and value realisation.

 

PureTech Health is now well-positioned to advance several catalysts in the near-term. The proceeds from this raise will be used to participate in the growth of our late-stage affiliates through their next value-driving milestones and potentially monetisation events; develop one or more novel internally-funded clinical-stage assets to Phase 2/3 status; and advance two or more of our internally-funded, lymphatic-biology focused programmes to the clinic.

 

We are confident that our entrepreneurial and flexible structure will continue to yield successes in the years to come, and we are grateful for the tremendous support from a broad group of existing as well as new investors in this Placing, and most importantly, for sharing our vision of building a new kind of biopharmaceutical company positioned to deliver novel categories of medicine to patients.”

 

Placing Shares

 

The Company has conditionally placed through the Placing a total of 45,000,000 new ordinary shares in the Company (the "Placing Shares") with new and existing investors representing approximately 19.0 per cent. of the Company's existing issued ordinary share capital at a price of 160 pence per Placing Share (the "Placing Price"). The Placing Price represents a discount of approximately 3.0 per cent. to the closing price on 12 March 2018.

 

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares in the capital of the Company (“Ordinary Shares”) including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.

 

Admission

 

Applications will be made for admission of the Placing Shares to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission"). Subject to the Resolutions (as defined below) being passed and the other conditions to the Placing are satisfied, it is expected that dealings in the Placing Shares will commence at 8.00 a.m. (London time) on 4 April 2018.

 

General Meeting

 

The Placing is conditional, inter alia, on Shareholder approval to grant the Directors authority to allot and issue the Placing Shares as if the applicable statutory pre-emption rights did not apply (the "Allotment Resolutions") and to approve the expected Related Party Transaction (the "Related Party Resolution" and together with the Allotment Resolutions, the "Resolutions"). Approval of the Resolutions will be sought at a General Meeting to be convened at the offices of DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE on Tuesday 3 April 2018 at 3.00 p.m., notice of which will be set out in the Circular which is expected to be published later today, 13 March 2018. The Circular will, following publication, be sent to the Shareholders and made available on the Company's website, www.puretechhealth.com.

 

Related party transaction

 

Invesco Asset Management Limited, acting as agent for its discretionary managed clients, ("Invesco") is a Related Party for the purposes of Chapter 11 of the Listing Rules by virtue of it being entitled to exercise more than 10 per cent. of the votes to be cast at general meetings of the Company, and is therefore a substantial Shareholder of the Company pursuant to the Listing Rules. Invesco have participated in the Placing in respect of 14,365,000 Placing Shares each at the Placing Price (the "Related Party Transaction"). Pursuant to Rule 11.1.11R(2) and Rule 11.1.7R of the Listing Rules, the Company is required to seek Shareholder approval for the Related Party Transaction.

 

Total voting rights

 

Following Admission, the Company will have 282,429,696 Ordinary Shares in issue. There are no Ordinary Shares held in treasury.

 

Therefore, the Company hereby confirms that the total number of voting rights in the Company will, following Admission, be 282,429,696. 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 FCA's Disclosure Guidance and Transparency Rules.

 

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the announcement by the Company on 12 March 2018 or in the Circular.

 

Expected timetable of principal events*

 

Dispatch of the Circular and the Form of Proxy to Shareholders

Tuesday 13 March 2018

Latest time and date for receipt of Forms of Proxy, votes through e-Proxy and CREST proxy instructions

3.00 p.m. on Wednesday 28 March 2018

Time and date of General Meeting

3.00 p.m. on Tuesday 3 April 2018

Announcement of results of General Meeting

Tuesday 3 April 2018

Admission and dealings in the Placing Shares to commence on the London Stock Exchange

8.00 a.m. on Wednesday 4 April 2018

Expected date for CREST stock accounts to be credited for the Placing Shares in uncertificated form (CREST Shareholders only)

Wednesday 4 April 2018

Expected date for dispatch of definitive share certificates for the Placing Shares in certificated form (non-CREST Shareholders only)

week commencing Monday 16 April 2018

 

*All of the dates and times referred to in this announcement refer to London time and are indicative only and may be subject to change. If any of the details contained in the above expected timetable should change the revised times and dates will be notified to Shareholders by means of an announcement through the Regulatory Information Service. All events listed in the above timetable scheduled to take place following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

 

Enquiries:

PureTech Health plc

Daphne Zohar

Stephen Muniz

Allison Mead Talbot

+1 617 482 2333

Jefferies International Limited (Sponsor, Joint Bookrunner and Corporate Broker)

Simon Hardy

Gil Bar-Nahum

Lee Morton

Christopher Binks

+44 (0) 20 7029 8000

Peel Hunt LLP (Joint Bookrunner)

James Steel

Christopher Golden

Jock Maxwell Macdonald

Oliver Jackson

Editor's Details

Mike Wood
PharmiWeb.com
www.pharmiweb.com
editor@pharmiweb.com

Last updated on: 14/03/2018

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