Information  X 
Enter a valid email address
  Print      Mail a friend       More announcements

Friday 13 March, 2020

Redmile Group LLC

RECOMMENDED MANDATORY OFFER FOR REDX PHARMA PLC

RNS Number : 0623G
Redmile Group LLC
13 March 2020
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

For immediate release

13 March 2020

RECOMMENDED MANDATORY CASH OFFER

by

RM Special Holdings 3, LLC ("Redmile"),
a special purpose vehicle wholly-owned
by funds managed by Redmile Group, LLC

for the entire issued and to be issued ordinary share capital of

Redx Pharma PLC ("Redx")

not already held or agreed to be acquired by Redmile

Introduction

Today, Redmile agreed to acquire 74,998,896 Redx Shares, representing approximately 39.5 per cent. of the Total Redx Shares, from Moulton Goodies Limited (the "Seller"), at a price of 15.5 pence per Redx Share (the "Acquisition"). It is expected that the Acquisition will complete 2 Business Days after the date of this Announcement.

Following completion of the Acquisition, Redmile will hold 86,498,896 Redx Shares, representing approximately 45.5 per cent. of the Total Redx Shares and voting rights of Redx.

As a result of the Acquisition, under Rule 9 of the Takeover Code, Redmile is required to make a mandatory cash offer (the "Offer") for the Redx Shares not already held or agreed to be acquired by Redmile, at a price of 15.5 pence per Redx Share (being not less than the price per Redx Share being paid to the Seller and the highest price paid by Redmile (or any person acting in concert with it) for any interest in Redx Shares during the 12 months prior to the date of this Announcement).

Redmile will make the Offer through the publication and despatch of the Offer Document and Form of Acceptance, both of which will be posted to Redx Shareholders as soon as reasonably practicable and, in any event, within 28 days after the date of this Announcement, other than to Redx Shareholders resident in a Restricted Jurisdiction. The Offer Document will contain the formal terms of the Offer.

Summary of the Offer

· Following Redmile triggering the obligation to make the Offer, Redmile is pleased to announce that the Redx Directors intend to recommend unanimously that Redx Shareholders accept the Offer. The Offer will be made by way of a contractual offer under the Takeover Code and within the meaning of Part 28 of the Companies Act 2006.

· Under the Offer, which will be subject to the Acceptance Condition and further terms of which are set out in Appendix 1 of this Announcement and which will be set out in full in the Offer Document and Form of Acceptance, Redx Shareholders will receive:

15.5 pence in cash for each Redx Share held.

· The Offer will extend to all issued Redx Shares which are not held by Redmile and any further Redx Shares which are unconditionally allotted or issued and fully paid before the Offer closes.

· As a result of the Acquisition, Redmile will, in aggregate, hold 86,498,896 Redx Shares, representing approximately 45.5 per cent. of the existing issued share capital and voting rights of Redx.

· The Offer Price represents a premium of approximately 210% per cent. to the Closing Price per Redx Share of 5 pence on 12 March 2020 (being the Last Practicable Date prior to the date of this Announcement).

· The Offer values the entire issued and to be issued share capital of Redx, at approximately £29.45 million.

· Redx Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests together with all rights attaching thereto including, without limitation, the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter.

· Redmile reserves the right to reduce the Offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by Redx to the holders of Redx Shares.

· Redmile Group will finance the Offer from its existing cash resources.

· This summary should be read in conjunction with the following full Announcement and the Appendices.

· Appendix 1 sets out the Acceptance Condition and certain further terms of the Offer. Appendix 2 sets out the sources of information and bases of calculation contained in this Announcement. Certain terms used in this Announcement are defined in Appendix 3.

· The Offer will be subject to the Acceptance Condition and further terms set out in this Announcement and to the full terms and conditions that will be set out in the Offer Document and the Form of Acceptance.

· Redmile is a wholly-owned subsidiary of funds managed by Redmile Group, LLC. Redmile Group is a healthcare focused investment firm founded in 2007.

· Redx is a UK based biotechnology company whose shares are traded on AIM (AIM:REDX). Redx's vision is to become a leading biotech focused on the development of novel precision medicines that have the potential to transform treatment in oncology and fibrosis.  Redx has strong medicinal chemistry and drug development expertise, which is validated by its proprietary pipeline, including RXC004 (porcupine inhibitor targeting Wnt signalling for cancer) and RXC007 (a ROCK2 inhibitor targeting inflammation and cellular remodelling associated with fibrosis). Additionally, Redx's drug development capabilities have created interest among leading biopharmaceutical companies, as evidenced by the sale of novel programs to both Jazz Pharmaceuticals plc and Loxo Oncology Inc. (acquired by Eli Lilly and Company).

Recommendation of the Offer by Redx Directors

The Redx Directors, who have been so advised by WG Partners as to the financial terms of the Offer, each consider the financial terms of the Offer to be fair and reasonable. In providing their advice to the Redx Directors, WG Partners has taken into account the commercial assessments of the Redx Directors.

Accordingly, the Redx Directors intend unanimously to recommend that Redx Shareholders accept or procure acceptance of the Offer, as each of Iain Ross, Peter Presland and Dr. Bernhard Kirschbaum, who are the only Directors with beneficial holdings of Redx Shares,  have irrevocably committed to do in respect of their own beneficial holdings of Redx Shares comprising, in aggregate, 770,000 Redx Shares representing, in aggregate, approximately 0.4 per cent. of the existing issued share capital of Redx on the Last Practicable Date. In addition, Lisa Anson and James Mead intend to accept equivalent offers to be made by Redmile in respect of the Redx Share Options held by them with an exercise price below the Offer Price.

Further details of the recommendation and Redmile's intentions with regard to the Offer are set out in paragraphs 4 and 5 below.

SPA and Irrevocable Undertakings

Redmile and the Seller entered into the SPA on 13 March 2020, which commits Redmile to buy, and the Seller to sell, 74,998,896 Redx Shares, representing approximately 39.5 per cent. of the Total Redx Shares, at a price of 15.5 pence per Redx Share.

Each of Iain Ross, Peter Presland and Dr. Bernhard Kirschbaum, who are the only Directors with beneficial holdings of Redx Shares, have irrevocably committed to accept or procure acceptance of the Offer in respect of their own beneficial holdings of Redx Shares comprising, in aggregate, 770,000 Redx Shares representing, in aggregate, approximately 0.4 per cent. of the existing issued share capital of Redx on the Last Practicable Date.

Further details of the Irrevocable Undertakings are set out in paragraph 18 of this Announcement.

General

The Offer will remain open for acceptance, subject to the provisions of Appendix 1 of this Announcement and the terms of the Offer Document, until 1.00 p.m. on the 21st day after the date of publication of the Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding Business Day.

The Offer Document and the Form of Acceptance will be posted to Redx Shareholders as soon as reasonably practicable and, in any event, within 28 days after the date of this Announcement, other than to Redx Shareholders resident in any Restricted Jurisdiction.

The Offer Document and the Form of Acceptance will also be made available to all Redx Shareholders, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at no charge to them on Redx's website at https://www.redxpharma.com/investors/investor-centre/ and Redmile's website at www.redmilegrp3.com.

The full terms of and conditions to the Offer will be set out in the Offer Document and the Form of Acceptance. In deciding whether or not to accept the Offer, Redx Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and Form of Acceptance.

Comments

Commenting on the Offer, Iain Ross, Chairman of Redx said:

"Redx, with its deep expertise in medicinal chemistry, has a proven track record of designing high quality, commercially attractive molecules that have the potential to be effective drugs to treat significant unmet medical conditions. As previously announced, the Board has been seeking to secure long-term finance for Redx. We believe that this cash offer represents an optimal outcome for shareholders, while securing Redx's ability to fund its differentiated and exciting research and early development pipeline."

Commenting on the Offer, Jeremy Green, Founder and Portfolio Manager of the Redmile Group, said:

" We are excited to partner with Redx. We believe the company's medicinal chemistry and drug development expertise and existing pipeline creates a strong foundation to build a leading biotechnology company focused on therapeutic areas with significant unmet medical need. With a focused development strategy and sufficient capital to execute, we anticipate management will be able to advance multiple programs through clinical trials to characterise the potential of its pipeline. Our investment in Redx is a clear sign of our belief in the company, its management team, and its strategy. "

Market Soundings

Market Soundings, as defined in the Market Abuse Regulation, were taken in respect of the Offer with the result that certain persons became aware of inside information, as permitted by the Market Abuse Regulation. That inside information is set out in this Announcement or has otherwise been made public. Therefore, those persons that received inside information in a Market Sounding are no longer in possession of inside information relating to Redx and Redmile and their respective securities.

This summary should be read in conjunction with, and is subject to, the full text of the following Announcement (including its Appendices). The Offer will be subject to the Acceptance Condition and further terms of the Offer set out in Appendix 1 to this Announcement and to be set out in the Offer Document. Appendix 2 sets out the sources of information and bases of calculations used in this Announcement. Appendix 3 contains the definitions of certain terms used in this summary and in the full text of this Announcement.

Enquiries

Redmile    +1 415 489 9980

 

SPARK Advisory Partners Limited (Financial Adviser to Redmile)  +44 20 3368 3552

Matt Davis

 

Redx Pharma plc      +44 1625 469 920

Iain Ross, Chairman of the Redx Board of Directors

Lisa Anson, Chief Executive Officer

James Mead, Chief Financial Officer

Phil Davies  +44 20 7894 7000

WG Partners LLP (Joint Broker and Financial Adviser to Redx)    +44 20 3705 9330

Claes Spång / Chris Lee / David Wilson

 

FTI Consulting  +44 20 3727 1000

Simon Conway / Ciara Martin

 

Sidley Austin LLP is retained as legal adviser to Redmile as to English law. Covington & Burling LLP is retained as legal adviser to Redx as to English law.

Important notices relating to the financial advisers

Spark Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Redmile and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Redmile for providing the protections afforded to clients of Spark Advisory Partners Limited or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to in this Announcement. Neither Spark Advisory Partners Limited nor any of its partners, directors, officers, employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Spark Advisory Partners Limited in connection with this Announcement, any statement contained herein, the Offer or otherwise. Spark Advisory Partners Limited has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which it appears.

Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Redx and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Redx for providing the protections afforded to clients of Cantor Fitzgerald Europe or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. Cantor Fitzgerald Europe has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which they appear.

WG Partners LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Redx and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Redx for providing the protections afforded to clients of WG Partners LLP or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. WG Partners LLP has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name and the advice it has given to Redx in the form and context in which they appear.

Further information

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, ANY OFFER TO SELL OR ANY INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). REDX SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY WHEN IT BECOMES AVAILABLE, BECAUSE IT SHALL CONTAIN IMPORTANT INFORMATION RELATING TO THE OFFER.

No person has been authorised to make any representations on behalf of Redmile concerning the Offer which are inconsistent with the statements contained herein, and any such representations, if made, may not be relied upon as having been so authorised.

No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by Redmile and Redx may contain certain statements that are or may be deemed to be "forward-looking statements".

Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Redmile, Redx or the Redx Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this Announcement relate to Redmile, Redx and members of the Redx Group, results of operation(s) and business of Redmile and/or Redx and certain plans and objectives of Redx and Redmile with respect thereto. These forward-looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward-looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "synergy", "strategy", "cost-saving", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or their negatives or other words of a similar meaning.

These statements are based on assumptions and assessments made by Redx and/or Redmile in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements.

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither Redmile nor Redx, nor any of their respective associates or directors, officers or advisers, or any person acting on behalf of Redmile or Redx provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the FCA), none of Redmile, Redx, any member of the Redmile Group, any member of the Redx Group, nor any Redmile Director or Redx Director, nor any of their respective advisers, associates, directors or officers is under any obligation, and such persons expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No undue reliance should therefore be placed on these forward-looking statements which speak only as at the date of this Announcement.

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Redx Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Redx Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Redx may be provided to Redmile during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Redx confirms that, as at the date of this Announcement, it has 190,008,703 ordinary shares of 1p each in issue and admitted to trading on the AIM Market of the London Stock Exchange under the ISIN reference GB00BSNB6S51.

Purchases outside the Offer

Redmile or its nominees or brokers (acting as agents) may purchase Redx Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Any such purchases will comply with the Takeover Code and the rules of the London Stock Exchange. Details about such purchases will be disclosed in accordance with Rule 8 of the Takeover Code.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Redx for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Redx.

Redx Shareholders outside the United Kingdom

The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such applicable requirements.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement, the Offer Document, the Form of Acceptance and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

The receipt of cash pursuant to the Offer by Redx Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each Redx Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.

This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

Additional information for US investors

The Offer is being made for shares of an English company that is not registered under the US Exchange Act of 1934 (the " Exchange Act ") and is subject to UK disclosure requirements, which are different from those of the United States.

The Offer will not be submitted to the review or registration procedures of any regulator outside of the UK and has not been approved or recommended by any governmental securities regulator.  The Offer is being made in reliance on the Tier 1 exemption from certain requirements of the US securities laws and is governed by laws, regulations and procedures of a non-US country that are different from those of the United States.  Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.  To the extent, if any, that the Offer is subject to the US securities laws, they only apply to holders of Redx Shares in the United States and no other person has any claims under such laws.

It may be difficult or impossible for US holders of Redx Shares to enforce their rights and claims, if any, arising out of the US federal securities laws, since Redx is located in a country other than the United States. US holders of Redx Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the Exchange Act, Redmile or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Redx outside the US, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website, www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its Redx Shares pursuant to the Offer will likely be a taxable transaction for United States federal income tax purposes. Each Redx Shareholder is urged to consult his or her independent professional advisor immediately regarding the tax consequences of acceptance of the Offer applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Publication of this Announcement and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Takeover Code will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Redx's website at https://www.redxpharma.com/investors/investor-centre/ and on Redmile's website at www.redmilegrp3.com by no later than 12 noon (London time) on the first Business Day after the date of this Announcement and will be available until the end of the Offer Period.

Neither the content of Redmile's nor Redx's websites nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.

In addition, in accordance with Rule 30 of the Takeover Code, a hard copy of this Announcement and any information incorporated by reference in this Announcement may be requested by contacting WG Partners LLP on +44 (0)20 3705 9330.

Redx Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Takeover Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

For immediate release

13 March 2020

RECOMMENDED MANDATORY CASH OFFER

by

RM Special Holdings 3, LLC ("Redmile"),
a special purpose vehicle wholly-owned by funds
managed by Redmile Group, LLC

for the entire issued and to be issued ordinary share capital of
Redx Pharma PLC ("Redx")
not already held or agreed to be acquired by Redmile

1.  Introduction

Following Redmile triggering the obligation under Rule 9 of the Takeover Code to make the Offer (as described in the Introduction above), Redmile is pleased to announce that the Redx Board intends unanimously to recommend the Offer. The Offer will be made by way of a contractual offer under the Takeover Code and within the meaning of Part 28 of the Companies Act 2006.

2.  The Offer

The Offer, which will be subject to the Acceptance Condition and further terms set out in Appendix 1 to this Announcement and to the full terms to be set out in the Offer Document, will be made on the following basis:

15.5 pence in cash for each Redx Share held.

The Offer Price represents a premium of 210 per cent. to the Closing Price per Redx Share of 5 pence on 12 March 2020 (being the Last Practicable Date prior to the date of this Announcement).

The Offer values the entire issued and to be issued share capital of Redx, at approximately £29.45 million.

Redmile believes the Offer represents an attractive opportunity for Redx Shareholders to realise their investment at a substantial premium to Redx's current market value.

The Offer will extend to all issued Redx Shares which are not held by Redmile and any further Redx Shares which are unconditionally allotted or issued and fully paid before the Offer closes.

The Offer will remain open for acceptance, subject to the provisions of Appendix 1 of this Announcement and the terms of the Offer Document, until 1.00 p.m. on the 21st day after the date of publication of the Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding Business Day.

Redx Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests together with all rights attaching thereto including, without limitation, the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter.

Redmile reserves the right to make an equivalent reduction in its Offer Price if Redx announces, declares or pays any dividend or any other distribution to Redx Shareholders on or after the date of this Announcement.

3.  Background to and reasons for the Offer

As noted above, as a result of the Acquisition, under Rule 9 of the Takeover Code, Redmile is required to make the Offer at a price of 15.5 pence per Redx Share, being not less than the price per Redx Share being paid to the Seller and the highest price paid by Redmile (or any person acting in concert with it) for any interest in Redx Shares during the 12 months prior to the date of this Announcement.

As described previously, Redx has leveraged is medicinal chemistry and drug development expertise to advance multiple novel targeted small molecules toward clinical development in the fields of oncology and fibrosis. This includes RXC004 which is currently in Phase I testing for certain solid tumours and RXC007 which is currently in preclinical development prior to commencing human trials in the future.

However, despite these capabilities, historical financing strategies and clinical setbacks have created challenges for Redx. These challenges have limited the company's access to capital and also forced business development decisions which resulted in assets developed by Redx not accruing commensurate value for Redx shareholders.

For example, in 2017 Redx sold its BTK inhibitor (RXC005, now LOXO-305) to Loxo Oncology Inc. for $40 million as part of an administrative proceeding to raise capital to pay creditors. This program has subsequently produced promising clinical data, highlighting the capabilities of Redx scientists. The company also recently sold a pre-clinical pan-RAF inhibitor to Jazz Pharmaceuticals plc for just $3.5 million up front and the potential for future milestone payments. Additionally, in 2018, Redx experienced serious side effects in preliminary dosing of RXC004, which led to a reassessment of preclinical dosing models and subsequent trials at much lower dose levels.

Redmile believes a comprehensive approach to financing Redx's current pipeline, determining areas for future investment, and business development is required.  Such an approach should enable optimised resource allocation to development programs which have the highest potential for clinical success balanced against typical development risks, promoting value generation potential for Redx shareholders.

Redmile believes that it has the capabilities, experience and long-term investment horizon which it can leverage for value creation at Redx. Furthermore, Redmile believes that the Offer represents an attractive opportunity for Redx shareholders to exit at a substantial premium to the prevailing Redx Share price.

Further details on Redmile's intentions in relation to Redx, its management, employees, location and business are set out in paragraph 10 below.

4.  Background to and reasons for the Redx Board recommendation

At the time of successfully exiting administration in November 2017, Redx had approximately £13 million of cash. Redx has since needed to attract significant further investment in order to fund its priority programmes through to clinical proof of concept or other meaningful value inflection points. As such, the Redx Board has explored several options for raising additional funds, including conventional equity funding as well as debt funding. Early in 2019, Redx attempted a fundraise focused mainly on existing shareholders and other institutional public investors. Unfortunately, there was not sufficient demand in the public markets at that time to deliver a successful transaction of the quantum required.

Due to the pressing need for additional working capital, Redx announced on 10 June 2019 that it had signed an agreement with its largest shareholder, Moulton Goodies Limited, for a fixed rate secured loan note facility of up to £2.5 million in order to further extend Redx's cash runway (the "MGL Loan"). Redx announced on 31 December 2019 that it was seeking shareholder approval for the capitalisation of the MGL Loan, in order to allow Redx to continue as a going concern whilst it continued to seek further required long-term refinancing. Approval for the capitalisation was received from Redx Shareholders on 21 January 2020, with the capitalisation shares being admitted on 22 January 2020, which resulted in Moulton Goodies Limited holding 42.0 per cent. of Redx's enlarged share capital. The capitalisation also served to extend Redx's cash runway until the end of March 2020.

Following the signing of the MGL Loan, Redx continued discussions with a multitude of specialist healthcare investors, including Redmile, who had a greater understanding of the potential value of Redx's research and development programmes, as well as the funding required for, and likely timing of, delivering clinical proof of concept data. On 31 December 2019, Redx highlighted a further potential lead investor who had indicated that they would be interested in making an offer for Redx.

On 28 February 2020, Redx announced that Redmile will provide Redx with £5 million of short term debt funding (the "Loan"), based on the outline terms agreed in principle with Redmile, and that Redmile had also subscribed for 11,500,000 ordinary shares which were admitted to AIM on 4 March 2020. The proceeds of £1.3 million served to extend the Company's cash runway until the end of April 2020.

Set against the backdrop of a declining cash balance in the short term, the Redx Board has also considered alternative options for securing the significant working capital necessary to fund the ongoing development of Redx's portfolio of research and early development assets. Chiefly, the Redx Board has evaluated the funding that would become available if certain assets in Redx's portfolio were monetised. Whilst such funds could meet short-term working capital needs for the Redx Group, the Redx Board determined that they would not be sufficient to provide the additional capital required to progress the portfolio through the increasingly capital-intensive development phases required to reach points where significant value inflection may be achieved and there would remain a need for a potential equity fundraising within the next 12 months.

The Redx Board has, therefore, concluded that the offer from Redmile, coupled with the associated proposed provision of the Loan, which the Board is expecting to enter into in the next few days and Redmile's stated intention to provide further funding to Redx provides the best solution to address Redx's capital requirements and place its business on a more secure basis. The offer in terms of value, form of consideration offered and execution certainty also provides the best available solution for Redx Shareholders, allowing them to realise their investments in Redx.

Accordingly, the Redx Board unanimously recommends the Offer to Redx Shareholders as set out in paragraph 5 below.

In considering whether to recommend the Offer, the Directors have taken into account a number of factors including:

(a)  that the Offer Price represents a premium, in cash, of 210 per cent. to the closing price of 5 pence per Redx Share on 12 March 2020, being the last Business Day prior to the commencement of the Offer Period;

(b)  that the Offer provides Redx Shareholders with an opportunity to realise their entire investment in Redx for cash within a relatively short timescale;

(c)  Redmile has committed to making available the Loan and Redmile has stated that, following completion of the Offer, additional investment will be provided to maintain Redx's current exciting research and development functions, including its existing clinical pipeline.

5.  Recommendation

The Redx Directors, who have been so advised by WG Partners as to the financial terms of the Offer, each consider the financial terms of the Offer to be fair and reasonable. In providing its advice to the Redx Directors, WG Partners has taken into account the commercial assessments of the Redx Directors.

Accordingly, the Redx Directors intend unanimously to recommend that the Redx Shareholders accept or procure acceptance of the Offer, as each of Iain Ross, Peter Presland and Dr. Bernhard Kirschbaum, who are the only Directors with beneficial holdings of Redx Shares, have irrevocably committed to do in respect of their own beneficial holdings of Redx Shares comprising, in aggregate, 770,000 Redx Shares representing, in aggregate, approximately 0.4 per cent. of the existing issued share capital of Redx on the Last Practicable Date. In addition, Lisa Anson and James Mead intend to accept equivalent offers to be made by Redmile in respect of the Redx Share Options held by them with an exercise price below the Offer Price.

Further details of the Irrevocable Undertakings are set out in paragraph 18 of this Announcement.

6.  Information on Redmile and Redmile Group

Redmile is a wholly-owned subsidiary of funds managed by Redmile Group, LLC. Redmile Group is a healthcare focused investment firm founded in 2007.

7.  Information on Redx

Redx is a UK based biotechnology company whose shares are traded on AIM (AIM:REDX). Redx's vision is to become a leading biotech focused on the development of novel precision medicines that have the potential to transform treatment in oncology and fibrosis.

Redx is a clinical stage biotechnology business founded in 2010 and whose shares have traded on AIM since 2015. Redx is focused on creating and developing first, or potentially best in class, drugs in specific areas of cancer and fibrosis that address significant unmet medical need. Redx's lead product, RXC004, is currently in a Phase I clinical study.

In November 2017, Redx successfully exited from administration having been forced to sell its then lead product for $40 million to settle all outstanding obligations.

Since administration Redx has effectively been relaunched having appointed a new, very experienced management team led by Lisa Anson, a high profile and experienced industry executive and former President of AstraZeneca UK and the Association of the British Pharmaceutical Industry. Redx has also restructured its Board and strengthened focus on governance and financial control, as outlined in the Annual Report for 2018. Redx also undertook a very significant cost management programme which resulted in a £5.2 million year-on-year reduction in operating costs in the financial year to 30 September 2018 - a level which was maintained in the financial year to 30 September 2019.

The new management team has pursued a clear focused strategy aimed at driving shareholder value. Redx's ambition is to become a leading biotech company focused on the development of targeted medicines in oncology and fibrotic diseases by progressing prioritised programmes to deliver clinical proof of concept. Redx's core strength of medicinal chemistry expertise and proven ability to design molecules against a validated target will continue to be leveraged to discover the next generation of differentiated drug candidates. 2019 saw significant delivery against this strategy with the following notable achievements:

· re-initiation of the RXC004 trial and successful completion of two cohorts (0.5mg and 1mg). RXC004 is Redx's lead Oncology asset, and is an opportunity to unlock the potential of the Wnt signalling pathway to treat Wnt driven cancers. Redx achieved its 2019 aim to take this molecule into Phase 1 clinical trials to demonstrate a safe dose in the first two cohorts (0.5mg and 1mg) with a third cohort initiated in October 2019. Redx is targeting RXC004 to move to Phase 1b/2 in 2020;

· in Fibrosis, the goal was to select development candidates from the portfolio of three promising fibrosis assets and invest in clinical-enabling work. The first of these selections was made in November 2018 with the selection of RXC006 in IPF and Redx made a further nomination for RXC007 for various fibrotic indications in January 2020. Additionally, Redx has progressed its third fibrosis programme, GI-Targeted Rock (Crohn's related fibrosis) and intends to partner this asset to progress to development candidate nomination in order to prioritise Redx's focus and resources;

· on 10 July 2019 Redx also announced the sale of its Pan-RAF inhibitor programme to Jazz Pharmaceuticals plc in a deal worth potentially up to $203 million in deferred development, regulatory and commercial milestone payments with $3.5 million paid in cash upfront on signing of the agreement; 

· in accordance with the terms of the MGL Loan, Moulton Goodies Limited requested that Redx capitalise the whole of the MGL Loan (including, inter alia, all unpaid interest) into new Redx Shares.  On 21 January 2020, Redx held a general meeting asking its shareholders to agree to the capitalisation of the MGL Loan into Redx Shares. Redx believed the short-term funding solution would allow it time to secure necessary longer-term funding to enable it to advance its pipeline. Redx announced that its shareholders had voted in favour of the resolutions at the general meeting and, as a consequence, 52,030,789 new Redx Shares were issued and allotted to Moulton Goodies Limited on 22 January 2020; and

· on 4 March 2020, 11,500,000 new Redx Shares were issued and allotted to Redmile at a price of 11.2 pence per share.

8.  SPA and Irrevocable Undertakings

The terms of the SPA commit Redmile to buy, and the Seller to sell, 74,998,896 Redx Shares, representing approximately 39.5 per cent. of the Total Redx Shares, at a price of 15.5 pence per Redx Share. It is expected that the Acquisition will complete 2 Business Days after the date of this Announcement.

Each of Iain Ross, Peter Presland and Dr. Bernhard Kirschbaum, who are the only Directors with beneficial holdings of Redx Shares, have irrevocably undertaken to accept or procure acceptance of the Offer in respect of their respective beneficial holdings of, in aggregate, 770,000 Redx Shares, representing approximately 0.4 per cent. of the issued ordinary share capital of Redx.

Further details of these Irrevocable Undertakings are set out in paragraph 18 of this Announcement.

9.  Financing of the Offer

It is estimated that full acceptance of the Offer by holders of the Outstanding Redx Shares will result in maximum cash consideration payable by Redmile of approximately £16.04 million. The cash consideration payable under the terms of the Offer will be financed from Redmile Group's existing cash resources.

In accordance with Rule 2.7(d) of the Takeover Code, SPARK, as financial adviser to Redmile, is satisfied that sufficient resources are available to Redmile to satisfy in full the cash consideration payable to Redx Shareholders pursuant to the terms of the Offer.

10.  Future intentions for Redx, its management, employees, locations and business

To develop a comprehensive financing plan for Redx, Redmile intends to review with Redx management the priorities for continued development of Redx's key existing research and development programs and to identify ways to leverage Redx's capabilities to expand the pipeline with promising preclinical assets in areas of unmet medical need. Redmile expects to support the Company's efforts to explore value maximizing business development opportunities as they arise. Redmile intends to carry out this review within six months after the Offer. Redmile does not expect this review to result in a material change in Redx's research and development activities.

Redx's employees and management are important in achieving these goals and Redmile intends to facilitate Redx's access to capital to ensure that Redx can retain and, if necessary, recruit the employees necessary to take advantage of the key existing programs and business development opportunities identified with management.  Redmile anticipates the current Redx employees and management team to remain materially the same.  Redmile see the principal value of the company in its medicinal chemistry expertise and the potential to design attractive molecules which can become important therapeutics. Hence Redmile believes retaining current employees is a critical aspect of executing its long term vision for Redx.  In the ordinary course, Redmile will conduct recurring business reviews  and/or subsequent business development transactions. As a result, there could be changes to the Redx employee base and management team but Redmile does not expect any such changes to be material.

Redmile does not intend to make any material changes in the conditions of employment or in the balance of the skills and functions of employees and management. Following the completion of the Offer, Redmile will maintain existing contractual and statutory employment rights for Redx employees, including Redx's existing defined contribution pension schemes. Redx does not have any defined benefit pension schemes.

Redmile does not intend to propose changes to the Board of Redx immediately after the Offer, but intends to review the governance arrangements and whether the balance of skills and experience of the Board are appropriate for Redx's development on an ongoing basis.  As a result of such review, Redmile may wish to nominate additional Directors to join the Board or replace existing Directors from time to time.

Redmile does not intend to change the location of Redx's places of business, head office or head office functions.  Redmile does not intend to redeploy any of Redx's fixed assets.

11.  Redx Share Options

An equivalent offer will be made in respect of the Redx Share Options with a strike price less than the Offer Price. All holders of Redx Share Options will be contacted in due course. 

Whilst the Offer will extend to any Redx Shares which are unconditionally allotted or issued as a result of the exercise of any of the Redx Share Options, the Offer Price is lower than the exercise price of many of the Redx Shares Options, which means that the amount that would be received for each Redx Share issued following the exercise of such Redx Share Options would be lower than the amount paid for the exercise thereof.

12.  Compulsory acquisition and trading of Redx Shares following the Offer

12.1  Compulsory acquisition

If Redmile receives acceptances under the Offer in respect of, and/or otherwise acquires, both 90 per cent. or more in nominal value of the Redx Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by those shares, Redmile will be entitled to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Redx Shares in respect of which the Offer has not been accepted.  Redmile does not currently expect to exercise this right as it intends to maintain the admission of Redx Shares to trading on AIM immediately after the Offer as set out below.

12.2  Trading of Redx Shares following the Offer

Redmile intends to maintain the admission of Redx Shares to trading on AIM immediately after the Offer. Should Redx be deemed to be unsuitable for admission to trading on AIM following completion of the Offer for any reason Redmile intends to investigate whether a listing on an alternative exchange or establishing an alternative trading facility would provide material benefits to shareholders through the continued ability to trade their shares.

13.  Offer Document

The Offer will be subject to the Acceptance Condition and further terms set out or referred to in Appendix 1 to this Announcement and in the Offer Document, and subject to the further terms to be set out in full in the Offer Document when issued.

The Offer Document and the Form of Acceptance will be posted to Redx Shareholders as soon as reasonably practicable and, in any event within 28 days after the date of this Announcement, other than to Redx Shareholders in any Restricted Jurisdiction.

The Offer Document and the Form of Acceptance will be made available to all Redx Shareholders, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at no charge to them on Redx's website at https://www.redxpharma.com/investors/investor-centre/ and Redmile's website at www.redmilegrp3.com.

The Offer Document will contain important information on the Offer and on how Redx Shareholders may accept it and, accordingly, all Redx Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when published and/or received.

14.  Redx Shareholders outside the United Kingdom

The availability of the Offer to persons not resident in, and not citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

Overseas Redx Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

15.  Offer-related Arrangements

The Loan

On 28 February 2020, Redmile entered into a letter agreement with Redx in relation to the proposed Loan (the "Loan Terms Letter"), annexing a term sheet which outlined the terms of the Loan which had been agreed in principle.  The principal terms of the Loan as set out in the term sheet are as follows:

· £5 million will be borrowed in full in a single drawdown;

· the Loan will be secured by fixed and floating charges over certain assets of the Redx Group;

· interest will be payable at 10 per cent. per annum from the date of signing. From and including the date 3 months from signing, the interest rate will be 20 per cent. per annum, with all interest to be paid at the same time as the Loan is repaid;

· the Loan (together with all unpaid interest) will be repayable in full on 31 August 2020;

· in the event, inter alia, of a change of control (other than to Redmile and/or any person acting in concert with Redmile) of Redx (including by way of a sale of all, or substantially all, of the assets of Redx or the Redx Group), the Loan will be repayable, without premium or penalty, together with any interest due; and

· standard representations and warranties will be provided to Redmile upon signing the Loan.

The Loan has not yet been entered into.

16.  Subscription Letter

On 28 February 2020, Redmile entered into a subscription letter with Redx, pursuant to which Redmile applied for the allotment and issue of 11,500,000 Shares at a subscription price of 11.2 pence per Redx Share (the "Subscription Letter").

17.  Disclosures of interests

Prior to the Acquisition, Redmile held 11,500,000 Redx Shares, representing approximately 6.05 per cent. of the Total Redx Shares, which it acquired pursuant to the Subscription Letter. Following completion of the Acquisition, which is anticipated to occur 2 Business Days after the date of this Announcement, Redmile will hold an aggregate of 86,498,896 Redx Shares, representing approximately 45.5 per cent. of the Total Redx Shares. Redmile confirms that no other holding of Redx Shares is required to be disclosed by it under Rule 8.1(a) of the Takeover Code.

As at the close of business on the Last Practicable Date, other than as set out in the previous paragraph and the irrevocable undertakings referred to in paragraph 8 of this Announcement, none of Redmile, Redmile Group, any of their respective directors or, so far as Redmile is aware, any person acting, or deemed to be acting, in concert with Redmile, had:

(a)  an interest in, or right to subscribe for, relevant securities of Redx;

(b)  any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Redx;

(c)  procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant securities of Redx; or

(d)  borrowed, lent or entered into any financial collateral arrangements or dealing arrangements in respect of any Redx Shares.

Other than as set out in the previous paragraph, the irrevocable undertakings referred to in paragraph 8 of this Announcement, and the Subscription Letter referred to in paragraph 16 of this Announcement, no arrangement exists between Redmile or Redx or any person acting in concert with Redmile or Redx in relation to Redx Shares. For these purposes, an arrangement includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Redx Shares which may be an inducement to deal or refrain from dealing in such securities.

In the interests of secrecy prior to this Announcement, Redmile has not made any enquiries in respect of the matters referred to in this paragraph 17 of certain parties who may be deemed by the Takeover Panel to be acting in concert with Redmile for the purposes of the Offer. Enquiries of such parties will be made as soon as practicable following the date of this Announcement, and Redmile confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code will be made as soon as possible and, in any event, by no later than 12 noon on the date falling 10 Business Days after the date of this Announcement.

As of the date of this Announcement, Redmile holds interests in 86,498,896 Redx Shares, representing approximately 45.5 per cent. of the Total Redx Shares. Redmile confirms that no other holding of Redx Shares is required to be disclosed by it under Rule 8.1(a) of the Takeover Code.

18.  Irrevocable Undertakings from Redx Directors

Each of Iain Ross, Peter Presland and Dr. Bernhard Kirschbaum, who are the only Redx Directors with beneficial holdings of Redx Shares, have irrevocably committed to accept or procure acceptance of the Offer in respect of in respect of their own beneficial holdings of 600,000, 120,000 and 50,000 Redx Shares (respectively), representing, in aggregate, approximately 0.4 per cent. of the existing issued share capital of Redx on the Last Practicable Date.

These Irrevocable Undertakings remain binding if a higher competing offer for Redx is made.

19.  Overseas shareholders

The distribution of this Announcement to, and the availability of the Offer to, persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Redx  Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to overseas Redx Shareholders will be contained in the Offer Document.

20.  Documents published on a website

A copy of the following documents will, by no later than 12 noon (London time) on the Business Day following the date of this Announcement, be published on Redx's website at https://www.redxpharma.com/investors/investor-centre/ and Redmile's website at www.redmilegrp3.com and will be available for inspection on such websites until the end of the Offer Period:

· a copy of this Announcement (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions);

· the SPA;

· the Loan Terms Letter referred to in paragraph 15 above;

· the Irrevocable Undertakings referred to in paragraph 18 above.

Copies of further announcements and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, be made available on Redx's website and Redmile's website by no later than 12 noon (London time) on the Business Day following the date of the relevant announcement or document, pursuant to Rule 26.1 of the Takeover Code.

The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

21.  General

The Offer will be subject to the Acceptance Condition and to certain further terms set out in Appendix 1 and the further terms set out in the Offer Document when issued.

The sources of certain financial information and bases of calculation contained in this Announcement are set out in Appendix 2. Certain terms used in this Announcement are defined in Appendix 3.

22.  Enquiries

Redmile  +1 415 489 9980

 

SPARK Advisory Partners Limited (Financial Adviser to Redmile)  +44 20 3368 3552

Matt Davis

 

Redx Pharma plc  +44 1625 469 920

Iain Ross, Chairman of the Redx Board of Directors

Lisa Anson, Chief Executive Officer

James Mead, Chief Financial Officer

Phil Davies  +44 20 7894 7000

WG Partners LLP (Joint Broker and Financial Adviser to Redx)  +44 20 3705 9330

Claes Spång / Chris Lee / David Wilson

 

FTI Consulting  +44 20 3727 1000

Simon Conway / Ciara Martin

 

Sidley Austin LLP are retained as legal advisers to Redmile as to English law. Covington & Burling LLP are retained as legal advisers to Redx as to English law.

Important notices relating to the financial advisers

Spark Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Redmile and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Redmile for providing the protections afforded to clients of Spark Advisory Partners Limited or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to in this Announcement. Neither Spark Advisory Partners Limited nor any of its partners, directors, officers, employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Spark Advisory Partners Limited in connection with this Announcement, any statement contained herein, the Offer or otherwise. Spark Advisory Partners Limited has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which it appears.

Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Redx and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Redx for providing the protections afforded to clients of Cantor Fitzgerald Europe or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. Cantor Fitzgerald Europe has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name in the form and context in which they appear.

WG Partners LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Redx and no-one else in connection with the Offer and other matters described in this Announcement, and will not be responsible to anyone other than Redx for providing the protections afforded to clients of WG Partners LLP or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein. WG Partners LLP has given, and not withdrawn, its consent to the inclusion in the Announcement of the references to its name and the advice it has given to Redx in the form and context in which they appear.

Further information

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, ANY OFFER TO SELL OR ANY INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER. ANY DECISION OR ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT AND SUCH FORM OF ACCEPTANCE (IF APPLICABLE). REDX SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT AND FORM OF ACCEPTANCE (IF APPLICABLE) CAREFULLY WHEN IT BECOMES AVAILABLE, BECAUSE IT SHALL CONTAIN IMPORTANT INFORMATION RELATING TO THE OFFER.

This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

No person has been authorised to make any representations on behalf of Redmile concerning the Offer which are inconsistent with the statements contained herein, and any such representations, if made, may not be relied upon as having been so authorised.

This Announcement does not constitute a prospectus or prospectus equivalent document.

No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer and other information published by Redmile and Redx may contain certain statements that are or may be deemed to be "forward-looking statements".

Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Redmile, Redx or the Redx Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this Announcement relate to Redmile, Redx and members of the Redx Group, results of operation(s) and business of Redmile and/or Redx and certain plans and objectives of Redx and Redmile with respect thereto. These forward-looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward-looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "synergy", "strategy", "cost-saving", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or their negatives or other words of a similar meaning.

These statements are based on assumptions and assessments made by Redx and/or Redmile in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements.

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither Redmile nor Redx, nor any of their respective associates or directors, officers or advisers, or any person acting on behalf of Redmile or Redx provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the FCA), none of Redmile, Redx, any member of the Redmile Group, any member of the Redx Group, nor any Redmile Director or Redx Director, nor any of their respective advisers, associates, directors or officers is under any obligation, and such persons expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No undue reliance should therefore be placed on these forward-looking statements which speak only as at the date of this Announcement.

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Redx Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Redx Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Redx may be provided to Redmile during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Redx confirms that, as at the date of this Announcement, it has 190,008,703 ordinary shares of 1p each in issue and admitted to trading on the AIM Market of the London Stock Exchange under the ISIN reference GB00BSNB6S51.

Purchases outside the Offer

Redmile or its nominees or brokers (acting as agents) may purchase Redx Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Any such purchases will comply with the Takeover Code and the rules of the London Stock Exchange. Details about such purchases will be disclosed in accordance with Rule 8 of the Takeover Code.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Redx for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Redx.

Redx Shareholders outside the United Kingdom

The availability of the Offer and the release, publication and distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom into whose possession this Announcement comes should inform themselves about and observe any such applicable requirements.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Accordingly, copies of this Announcement, the Offer Document, the Form of Acceptance and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons in such Restricted Jurisdictions receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction. This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The receipt of cash pursuant to the Offer by Redx Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each Redx Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.

This Announcement has been prepared for the purpose of complying with English law, the rules of the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of this Announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such Restricted Jurisdiction.

Additional information for US investors

The Offer is being made for shares of an English company that is not registered under the US Exchange Act of 1934 (the "Exchange Act") and is subject to UK disclosure requirements, which are different from those of the United States.

The Offer will not be submitted to the review or registration procedures of any regulator outside of the UK and has not been approved or recommended by any governmental securities regulator.  The Offer is being made in reliance on the Tier 1 exemption from certain requirements of the US securities laws and is governed by laws, regulations and procedures of a non-US country that are different from those of the United States.  Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.  To the extent, if any, that the Offer is subject to the US securities laws, they only apply to holders of the shares of Redx in the United States and no other person has any claims under such laws.

It may be difficult or impossible for US holders of Redx Shares to enforce their rights and claims, if any, arising out of the US federal securities laws, since Redx is located in a country other than the United States. US holders of Redx Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the Exchange Act, Redmile or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Redx outside the US, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website, www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its Redx Shares pursuant to the Offer will likely be a taxable transaction for United States federal income tax purposes. Each Redx Shareholder is urged to consult his or her independent professional advisor immediately regarding the tax consequences of acceptance of the Offer applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Publication of this Announcement and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Takeover Code will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Redx's website at https://www.redxpharma.com/investors/investor-centre/ and on Redmile's website at www.redmilegrp3.com by no later than 12 noon (London time) on the first Business Day after the date of this Announcement and will be available until the end of the Offer Period.

Neither the content of Redmile's nor Redx's websites nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this Announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this Announcement.

In addition, in accordance with Rule 30 of the Takeover Code, a hard copy of this Announcement and any information incorporated by reference in this Announcement may be requested by contacting WG Partners LLP on +44 (0)20 3705 9330.

Redx Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Takeover Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

APPENDIX 1: THE ACCEPTANCE CONDITION AND CERTAIN FURTHER TERMS OF THE OFFER

 

Part A - THE ACCEPTANCE CONDITION

The Offer will be conditional upon:

1.  Acceptance Condition

Valid acceptances of the Offer having been received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the first closing date of the Offer as specified in the Offer Document (or such later time(s) and/or date(s) as Redmile may, subject to the rules of the Takeover Code or with the consent of the Panel, decide) in respect of such number of Redx Shares which, taken together with all other Redx Shares which Redmile (and/or its nominee(s) and any persons acting in concert with it) has acquired or agreed to acquire (whether pursuant to the Offer or otherwise), carry in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Redx including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to Redx Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Acceptance Condition:

(i)  Redx Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise shall be deemed to carry the voting rights they shall carry upon issue;

(ii)  the expression "Redx Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006;

(iii)  Redx Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Redx Shares to which the Offer relates;

(iv)  valid acceptances shall be deemed to have been received in respect of Redx Shares which are treated for the purposes of Part 28 of the Companies Act 2006 as having been acquired or contracted to be acquired by Redmile whether by virtue of acceptances of the Offer or otherwise; and

(v)  all percentages of voting rights and share capital are to be calculated by reference to the percentage held and in issue outside treasury.

Part B - CERTAIN FURTHER TERMS OF THE OFFER

The Offer will be made on the terms set out in this Appendix and to be set out in the Offer Document and the Form of Acceptance.

1.  The Offer will extend to all issued Redx Shares not already held by Redmile and any further Redx Shares which are unconditionally allotted or issued and fully paid before the Offer closes.

2.  The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. The Offer is not being made, directly or indirectly, in or into, any Restricted Jurisdiction.

3.  The Offer will remain open for acceptance until 1.00 p.m. on the 21st day after the date of publication of the Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding Business Day.

4.  Redx Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests together with all rights attaching thereto, including without limitation the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter.

5.  Redmile reserves the right to reduce the Offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by Redx to the holders of Redx Shares.

6.  The Offer is subject to the applicable requirements of the Takeover Code. The Offer and any acceptances under the Offer will be governed by English law and will be subject to the jurisdiction of the courts of England.

APPENDIX 2: SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

(a)  the financial information relating to Redx has been extracted or derived, without material adjustment, from Redx's audited consolidated financial statements for the year ended 30 September 2018 and Redx's preliminary announcement of audited results for the year ended 30 September 2019 as announced on 11 March 2019;

(b)  the value attributed to the existing issued Redx Shares is based upon the Offer Price of 15.5 pence for each Redx Share and 190,008,703 Redx Shares being in issue on 12 March 2020 (being the Last Practicable Date prior to the date of this Announcement);

(c)  prices quoted for Redx Shares are closing middle market prices on the relevant date, derived from the Daily Official List;

(d)  other information relating to Redx has been extracted or derived, without material adjustment, from public sources; and

(f)  unless otherwise stated, the financial information on Redx has been converted to GBP based on the exchange rates utilised by Redx in its publication thereof.

 

APPENDIX 3 DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise.

"Act" or "Companies Act 2006"  means the Companies Act 2006 (as amended from time to time)

"Acceptance Condition"  means the condition set out in Appendix 1 to this Announcement

"Acquisition"  means the acquisition by Redmile of 74,998,896 Redx Shares from the Seller pursuant to and in accordance with the SPA

"AIM"  means the AIM Market operated by London Stock Exchange plc

"AIM Rules"  means the rules published by the London Stock Exchange entitled "AIM Rules for Companies"

"Business Day"  means any day (not being a Saturday or Sunday nor any other day which is a public holiday in England and Wales) during which banks in London are open for normal business

"Cantor Fitzgerald Europe"  means Cantor Fitzgerald Europe, a company incorporated in England and Wales with registered number 02505767

"Closing Price"  means the middle market price of a Redx Share at the close of business on the day to which such price relates, as derived from the Daily Official List

"Daily Official List"  means the AIM appendix of the daily official list of the London Stock Exchange

"Dealing Disclosure"  has the same meaning as in Rule 8 of the Takeover Code

"Disclosure Guidance and Transparency Rules"

means the Disclosure Guidance and Transparency Rules published by the FCA

 

"FCA"  means the Financial Conduct Authority

"Form of Acceptance"  means the form of acceptance and authority relating to the Offer which will accompany the Offer Document

"Irrevocable Undertakings"  means the undertakings to accept the Offer from the Redx Directors who hold Redx Shares received by Redmile, details of which are set out in paragraph 18 of this Announcement

"Last Practicable Date"

means 12 March 2020, being the last practicable date for the purposes of ascertaining certain information for inclusion in this Announcement

 

"Loan "  has the meaning given to that term in paragraph 4 of this Announcement

"Loan Terms Letter"  has the meaning given to that term in paragraph 15 of this Announcement

"London Stock Exchange"  means London Stock Exchange plc or its successor

"Market Abuse Regulation"  the Market Abuse Regulation (2014/596/EU)

"Offer"  means the proposed recommended mandatory cash offer by Redmile to acquire all the Redx Shares not already held by Redmile to be made on the terms set out in Appendix 1 of this Announcement, the Offer Document and the Form of Acceptance and, where the context permits, any subsequent revision or variation of such offer or any extension or renewal thereof

"Offer Document"  means the formal document to be sent to Redx Shareholders setting out the full terms of the Offer

"Offer Period"  means the period commencing on the date of this Announcement and ending on the 21st day after the date of publication of the Offer Document or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding Business Day (or such other date as the Panel may decide)

"Offer Price"  means 15.5 pence per Redx Share

"Panel"  means the Panel on Takeovers and Mergers

"person"  means a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator, or other legal representative)

"Pound Sterling" or "£"  means the lawful currency of the UK (and references to "pence" shall be construed accordingly)

"Redx" or the "Company"  means Redx Pharma plc, a company incorporated and registered in England and Wales with registered number 07368089

"Redx Board"  means the board of directors of Redx

"Redx Directors"  means the directors of Redx

"Redx Group"  means Redx and its subsidiary undertakings from time to time and "member of the Redx Group" shall be construed accordingly

"Redx Share(s)"  means the existing issued or unconditionally allotted and paid (or credited as fully paid) ordinary shares of 1 pence each in the capital of Redx and, where the context so permits, any further shares which are unconditionally allotted or issued fully paid (or credited as fully paid) on or prior to the date on which the Offer closes (excluding, for the avoidance of doubt, treasury shares)

"Redx Shareholders"  means the holders of Redx Shares

"Redx Share Options"  means options outstanding under the Redx Pharma plc Enterprise Management Incentive Scheme established on 13 March 2015 (as amended from time to time)

"Redmile"  RM Special Holdings 3, LLC

"Redmile Group"  means Redmile Group, LLC, a Delaware limited liability company, its subsidiaries and funds managed or advised by it

"Regulatory Information Service"  means a primary information provider which has been approved by the FCA to disseminate regulated information

"Restricted Jurisdiction"  means, subject always to the requirements of Rule 23.2 of the Takeover Code in relation to the distribution of offer documentation to jurisdictions outside the UK, any jurisdiction where availability of the Offer would violate the law of that jurisdiction

"Seller"  means Moulton Goodies Limited

"SPA"  means the share sale and purchase agreement entered into on 13 March 2020 between Redmile and the Seller in respect of, in aggregate, 74,998,896 Redx Shares

"Subscription Letter"  has the meaning given to that term in paragraph 16 of this Announcement

"SPARK"  Spark Advisory Partners Limited, a private limited company incorporated in England and Wales with registered number 03191370

"Takeover Code"  means the City Code on Takeovers and Mergers

"Total Redx Shares"  means the 190,008,703 Redx Shares of 1 pence each in issue at the close of business on the Last Practicable Date

"UK Listing Authority"  means the FCA acting in its capacity as the competent authority for listing under Part VI of FSMA

"United Kingdom" or "UK"  means the United Kingdom of Great Britain and Northern Ireland and its dependent territories

"United States", "US" or "USA"  means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political subdivision thereof

"US dollar" or "$"  means the lawful currency of the United States (and references to "cent" shall be construed accordingly)

"WG Partners"  WG Partners LLP, a limited liability partnership incorporated in England and Wales with registered number OC369354

For the purposes of this Announcement, "subsidiary", "subsidiaryundertaking", "undertaking", "associated undertaking" have the meanings given by the Act.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
OUPDXLBFBXLBBBV

a d v e r t i s e m e n t