Autolus offering (Amendment)

Syncona Limited

08 February 2024

 

HEADLINE AND GENERAL TEXT AMENDMENT

The following amendments have been made to the Syncona Limited announcement released on 8 February at 12:13 under RNS No 5252C.

The headline has been amended to 'Autolus announces pricing of underwritten offering'.

The text in the announcement has been amended to reflect that the proceeds from the strategic collaboration between Autolus and BioNTech SE are anticipated proceeds.

All other details remain unchanged.

The full amended text is shown below.

Syncona Limited

Autolus announces pricing of underwritten offering

08 February 2024

Syncona Ltd, a leading life science investor focused on creating, building and scaling global leaders in life science, notes that its portfolio company, Autolus Therapeutics plc ("Autolus") today announced the pricing of Autolus' underwritten offering in the United States of 58,333,336 American Depositary Shares ("ADSs") representing 58,333,336 ordinary shares, at a public offering price of $6.00 per ADS, for total gross proceeds of approximately $350.0 million (£277.2 million)^[1]. All ADSs sold in the offering were offered by Autolus. The offering is expected to close on February 12, 2024, subject to customary closing conditions.

Following this offering and including the anticipated proceeds of $200 million for the issuance of ADSs by Autolus to BioNTech SE ("BioNTech") as part of Autolus' strategic collaboration with BioNTech, Syncona will retain a stake of approximately 11.8% in Autolus (amounting to 33,527,162 ordinary shares) which was valued at £167.8 million at close of business on 07 February 2024.

Chris Hollowood, CEO of Syncona Investment Management Limited, said: "The collaboration with BioNTech and the pricing of today's financing are fantastic achievements for Autolus. The company is now well funded to deliver obe-cel's path in r/r adult acute lymphoblastic leukaemia and will be able to accelerate its oncology pipeline programmes and broaden the use of Autolus' technology into autoimmune indications. A core premise of Syncona's strategy is to build and fund companies to late-stage development. We are proud Autolus has achieved the milestone of a BLA submission and has also now secured the funding to deliver on the next critical leg of the journey - delivering its potentially transformational product to patients. We look forward to seeing the FDA's decision around the approval of obe-cel in November 2024."

This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

When available, copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained for free from the joint book-running managers for the offering, Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at [phone] or by email at [e-mail]; or Truist Securities, Inc., Attention: Prospectus Department, 3333 Peachtree Road NE, 9th floor, Atlanta, GA 30326, email: [e-mail], or by telephone: [phone].

The announcement can be accessed on Autolus' investor website at https://www.autolus.com/investor-relations/news/ and the full text of the announcement from Autolus is contained below.

[ENDS]

Enquiries

Syncona Ltd

Annabel Clark / Fergus Witt

Tel: [phone]

FTI Consulting

Ben Atwell / Natalie Garland-Collins / Tim Stamper

Tel: [phone]

About Syncona

Syncona's purpose is to invest to extend and enhance human life. We do this by creating and building companies to deliver transformational treatments to patients in areas of high unmet need.

Our strategy is to create, build and scale companies around exceptional science to create a diversified portfolio of 20-25 globally leading healthcare businesses, across development stage and therapeutic areas, for the benefit of all our stakeholders. We focus on developing treatments for patients by working in close partnership with world-class academic founders and management teams. Our balance sheet underpins our strategy enabling us to take a long-term view as we look to improve the lives of patients with no or poor treatment options, build sustainable life science companies and deliver strong risk-adjusted returns to shareholders.

Syncona Limited seeks to achieve returns over the long term. Investors should seek to ensure they understand the risks and opportunities of an investment in Syncona Limited, including the information in our published documentation, before investing.

About Autolus

Autolus is a clinical-stage biopharmaceutical company developing next-generation, programmed T cell therapies for the treatment of cancer. Using a broad suite of proprietary and modular T cell programming technologies, Autolus is engineering precisely targeted, controlled and highly active T cell therapies that are designed to better recognize cancer cells, break down their defense mechanisms and eliminate these cells. Autolus has a pipeline of product candidates in development for the treatment of hematological malignancies and solid tumors. For more information, please visit www.autolus.com.

Autolus Announces Pricing of Underwritten Offering

LONDON - 8 February 2024 - Autolus Therapeutics plc (Nasdaq: AUTL), a clinical-stage biopharmaceutical company developing next-generation programmed T cell therapies, today announced the pricing of an underwritten offering in the United States of 58,333,336 American Depositary Shares ("ADSs") representing 58,333,336 ordinary shares at a public offering price of $6.00 per ADS, for total gross proceeds of $350 million. All ADSs sold in the offering were offered by Autolus. Autolus intends to use the net proceeds from this offering, together with its existing cash and cash equivalents and the $250 million it will receive from BioNTech SE, consisting of upfront payments under a license and option agreement and gross proceeds from the sale of ADSs to BioNTech SE in a private placement, to advance the clinical development of its obe-cel program and fund manufacturing activities for obe-cel, development of its commercial infrastructure and working capital and other general corporate purposes. The offering is expected to close on February 12, 2024, subject to customary closing conditions.

Jefferies LLC and Truist Securities, Inc. are acting as joint bookrunners for the offering. Mizuho Securities USA LLC, Needham & Company, LLC and Van Lanschot Kempen (USA) Inc. are acting as co-managers.

The securities are being offered pursuant to an automatic shelf registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission ("SEC"). A final prospectus supplement relating to the offering will also be filed with the SEC. These documents can be accessed for free through the SEC's website at www.sec.gov.

The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement, which, for the avoidance of doubt, will not constitute a "prospectus" for the purposes of the Regulation (EU) 2017/1129 and has not been reviewed by any competent authority in any member state in the European Economic Area.

When available, copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained for free from the joint book-running managers for the offering, Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at [phone] or by email at [e-mail]; or Truist Securities, Inc., Attention: Prospectus Department, 3333 Peachtree Road NE, 9th floor, Atlanta, GA 30326, email: [e-mail], or by telephone: [phone].

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About Autolus

Autolus is a clinical-stage biopharmaceutical company developing next-generation, programmed T cell therapies for the treatment of cancer and autoimmune disease. Using a broad suite of proprietary and modular T cell programming technologies, Autolus is engineering precisely targeted, controlled and highly active T cell therapies that are designed to better recognize target cells, break down their defense mechanisms and eliminate these cells. Autolus has a pipeline of product candidates in development for the treatment of hematological malignancies, solid tumors and autoimmune diseases. For more information, please visit www.autolus.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including statements with regard to Autolus' expectations regarding the completion and use of proceeds from the proposed securities offering. Words such as "anticipates," "believes," "expects," "intends," "projects," and "future" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the proposed securities offering discussed above will be consummated on the terms described or at all. Completion of the proposed offering and the terms thereof are subject to numerous factors, many of which are beyond the control of Autolus, including, without limitation, market conditions, failure of customary closing conditions and the risk factors and other matters set forth in Autolus' Annual Report on Form 20-F for the year ended December 31, 2022 and other filings Autolus makes with the SEC from time to time. Autolus undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

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Contacts:

Olivia Manser

[phone]

[e-mail]

Julia Wilson

[phone]

[e-mail]

Susan A Noonan

S.A. Noonan Communications

[phone]

[e-mail]

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[1] FX rate taken at 07 February 2024

 

END