Results of General Meeting

RNS Number : 0080I

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. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT, IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.

16 March 2018

Arix Bioscience plc

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

Results of General Meeting

In connection with the Prospectus published by Arix Bioscience on 28 February 2018 in respect of the Capital Raising, Arix Bioscience is pleased to announce that at the Company's General Meeting held at 10.00 a.m. today at Brown Rudnick LLP, 8 Clifford Street, London, W1S 2LQ, the Resolutions set out within the Notice of General Meeting on page 198 of the Prospectus were duly passed.

Resolution	Votes For	%	Votes Against	%	Votes Withheld
1	57,625,069	99.99	7,823	0.01	785
2	57,078,692	99.98	9,336	0.02	545,649

Notes:

1. The percentages above are rounded to two decimal places.

2. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

3. A vote withheld is not a vote in law and is not counted in the calculation of the votes "For" and "Against" the Resolutions.

4. Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.

Resolution 1 was passed as an ordinary resolution and Resolution 2 was passed as a special resolution.

The voting figures will also be displayed shortly on the Group's website at www.arixbioscience.com.

The Capital Raising remains conditional upon (i) the Placing Agreement becoming wholly unconditional (save as to Admission) and not having been terminated in accordance with its terms prior to Admission; and (ii) Admission becoming 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).

Application has been made to the FCA and to the London Stock Exchange for the 38,610,928 New Ordinary Shares to be admitted to the standard segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Main Market for listed securities respectively. It is expected that Admission will become effective, and dealings for normal settlement in the New Ordinary Shares will commence, at 8.00 a.m. on 20 March 2018.

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.

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.

Enquiries:

Arix Bioscience plc Joe Anderson, Chief Executive Officer	[phone]
Jefferies International Limited (Global Coordinator and Joint Bookrunner) Simon Hardy Gil Bar-Nahum Lee Morton Christopher Binks	[phone]
Stifel Nicolaus Europe Limited (Joint Bookrunner) Jonathan Senior Ben Maddison	[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]
LifeSci Capital LLC (Placing Agent) Michael Rice	[phone]
Consilium Strategic Communications (Financial PR) Mary-Jane Elliott Jessica Hodgson Ivar Milligan	+ 44 (0) 203 709 5700 [e-mail]

IMPORTANT NOTICE

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.

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.

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.

 

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