Arix Bioscience raises £100m in IPO

RNS Number : 1348X

Arix Bioscience Plc

17 February 2017

 

NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED).

This announcement (the "Announcement") is an advertisement and 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 Arix Bioscience plc (the "Company") or securities in any other entity, in any jurisdiction, including the United States, 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.  Securities of the Company, including any offering of its shares, may not be offered or sold in the United States absent registration under U.S. securities laws or unless exempt from registration under such laws.  The intended offering of securities described in this Announcement has not been and will not be registered under U.S. securities laws, and accordingly, any intended offer or sale of those securities may be made only in a transaction exempt from registration.

This Announcement does not constitute a recommendation regarding any securities.  Any investment decision must be made exclusively on the basis of a prospectus published on 2 February 2017 by the Company (the "Prospectus") and any supplement thereto in connection with the admission of new ordinary shares of the Company ("New Ordinary Shares") to the standard segment of the Official List of the UK Listing Authority and to trading on London Stock Exchange plc's main market for listed securities ("Admission"). Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company.

17 February 2017

Arix Bioscience plc

(the "Company" or "Arix Bioscience" and, together with its subsidiaries, the "Group")

Successfully raises £100 million in Initial Public Offering on the Main Market of the London Stock Exchange

Arix Bioscience plc, a global healthcare and life science company supporting medical innovation, today announces that it has successfully raised £100 million in its Initial Public Offering.

·     The Offer was oversubscribed and comprises 48,309,179 New Ordinary Shares to be issued by the Company (prior to any exercise of the Over-Allotment Option)

·     Total gross proceeds raised by the Company are expected to be £100 million (prior to any exercise of the Over-Allotment Option)

·     Based on the Offer Price, Arix Bioscience's total market capitalisation at Admission will be £187 million

·     Investments have been made by a broad range of investors including Woodford Investment Management (acting on behalf of its fund clients), and pharmaceutical companies UCB S.A. and Takeda Pharmaceuticals (working through its ventures group, Takeda Ventures, Inc.)

·     Conditional dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00am today under the ticker "ARIX" (ISIN: GB00BD045071)

·     Admission to the standard listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange, and the commencement of unconditional dealings are expected to take place at 8.00am on 22 February 2017

·     As stabilising manager, Jefferies International Limited ("Jefferies") has been granted an Over-Allotment Option, exercisable no later than thirty days from today, by the Company over up to a maximum of 7,246,376 Ordinary Shares, representing 15 per cent. of the New Ordinary Shares in the Offer

·     Jefferies is acting as sole global coordinator and bookrunner in relation to the Offer. WG Partners LLP is acting as placing agent in relation to the Offer

·     Upon Admission, the Company will have 90,117,579 Ordinary Shares in issue with an expected free float greater than 30% (assuming no exercise of the Over-Allotment Option) and greater than 35% (assuming exercise in full of the Over-Allotment Option)

Commenting on today's announcement, Dr Joe Anderson, Chief Executive Officer of Arix Bioscience, said: "We are really pleased to see such strong demand for our IPO from a broad range of investors in this oversubscribed offering.  This is a vote of confidence for the life-science sector.  We have a highly experienced international team and this new capital enables us to continue our commitment to supporting businesses in the vanguard of medical innovation, with the ultimate goal of improving outcomes for patients and unlocking value for investors.

"The IPO has received broad support from respected groups, including large institutional investors, pension funds, family offices, wealth managers and global pharmaceutical companies. The intermediaries offer was also strongly supported by retail investors. We believe this demonstrates the growing appeal of this opportunity to convert promising science into important new medicines. We'd like to thank all our existing and new shareholders for their fantastic support and look forward to continued success in the future."

ENQUIRIES

Arix Bioscience plc Joe Anderson	[phone]
Jefferies International Limited (Global Coordinator and Bookrunner) Simon Hardy Gil Bar-Nahum Lee Morton Christopher Binks	[phone]
Scott Harris UK Limited (Intermediaries Offer Agent) Jeremy Wiseman Jamie Blewitt	[phone]
WG Partners LLP (Placing Agent) David Wilson Claes Spång Nigel Birks	[phone]
Consilium Strategic Communications (Financial PR) Mary-Jane Elliott Jessica Hodgson Ivar Milligan	+ 44 (0) 203 709 5700 [e-mail]

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.

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, THE PUBLICATION IN WHICH IT IS CONTAINED AND ANY COPY OF IT MAY ONLY BE MADE OR DISTRIBUTED TO NON-U.S. PERSONS IN CONNECTION WITH ''OFFSHORE TRANSACTIONS'' AS SUCH TERMS ARE DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ''U.S. SECURITIES ACT'') (''REGULATION S'') OR WITHIN THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" (''QIBs'') AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (''RULE 144A"), WHO ARE ALSO, IN EACH CASE, "QUALIFIED PURCHASERS" ("QPs"), AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT, THE PUBLICATION IN WHICH IT IS CONTAINED AND ANY COPY OF IT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. THIS ANNOUNCEMENT DOES NOT CONTAIN OR CONSTITUE AN OFFER TO BUY OR SUBSCRIBE FOR, THE SECURITIES REFERRED TO HEREIN TO ANY PERSON IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS ONLY ADDRESSED TO AND DIRECTED (i) to QIBS who are also, in each case, "qualified purchasers," for purposes of Section 3(c)(7) of the Investment Company Act and the rules promulgated thereunder, in reliance on an exemption from the registration requirements of the US Securities Act provided by Rule 144A or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the securities act, or (ii) outside of the United States in reliance upon Regulation S under the US Securities Act to non-US persons in offshore transactions.

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities.

This announcement also does not contain or constitute an offer of, or 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'' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), amendments thereto any implementing measure in each relevant member of the EEA (''Qualified Investors''). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at persons falling within Articles 19 and 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ''Order'') and to whom it may otherwise lawfully be communicated (all such persons together being referred to as ''relevant persons''). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons. Nothing in this announcement constitutes investment advice and any recommendations that may be contained therein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

Each of Jefferies International Limited (the "Global Coordinator", "Jefferies" or the "Bookrunner") and WG Partners LLP (the "Placing Agent") expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether it is a result of new information, future developments or otherwise.

Any purchase of securities on Admission 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 Admission 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 Admission. The value of securities can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the IPO for the person concerned. Past performance cannot be relied upon as a guide to future performance.

The Bookrunner and the Placing Agent are authorised and regulated by the FCA in the UK. The Bookrunner are acting exclusively for the Company and no one else in connection with the Offer and Admission. They will not regard any other person as a client in relation to the Offer 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 Offer and Admission or any transaction, arrangement, or other matter referred to herein.

Neither the Company, the Bookrunner, the Placing Agent nor any of their respective directors, officers, employees, agents or any other persons acting on their behalves, make or give any undertakings, representations or warranties or other assurances, express or implied, with respect to the completeness, accuracy, fairness or verification of the information or opinions contained in this announcement or (or whether any information has been omitted from the announcement). No such persons accept any responsibility or liability whatsoever for the contents of this announcement or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Ordinary Shares, the Offer or Admission and accordingly disclaim all and any liability whether arising in tort or contract or otherwise which they (or any of them) might otherwise have in respect of this announcement or any such statement.

In connection with the Offer, Jefferies International Limited as Stabilising Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other stabilisation transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the New Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Such stabilisation, if commenced, may be discontinued at any time without prior notice. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

The Stabilising Manager has entered into the Over-Allotment Option with the Company pursuant to which the Stabilising Manager may require the Company to issue to it or directly to purchasers procured by it at the Offer Price additional Ordinary Shares representing up to 15.0 per cent. of the total number of New Ordinary Shares comprised in the Offer (before any exercise of the Over-Allotment Option), to allow it to cover short positions resulting from over-allocations of Ordinary Shares, if any, made in connection with the Offer, to satisfy any such over-allocations and/or to cover short positions arising in connection with stabilising transactions. The Over-Allotment Option may be exercised in whole or in one or more parts, upon one or more notices by the Stabilising Manager, at any time during the period from commencement of conditional dealings of the Ordinary Shares and ending 30 calendar days thereafter. The Ordinary Shares issued pursuant to the exercise of the Over-Allotment Option will be issued at the Offer Price on the same terms and conditions as, and will rank equally with, the New Ordinary Shares, including for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission and will form a single class for all purposes with the Ordinary Shares.

 

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