Acquisition of Minority Interests in Internal Pipeline Platforms, Issue of Shares for Performance Share Plan Awards and PDMR Shareholding Notifications
PureTech Health plc (LSE: PRTC) (“PureTech” or the “Company”), a clinical stage biotechnology company dedicated to discovering, developing and commercialising highly differentiated medicines for dysfunctions of the Brain-Immune-Gut (BIG) axis, is pleased to announce its acquisition of the remaining minority interests totalling 10 per cent in Ariya Therapeutics Inc. (“Ariya”), which has been renamed PureTech LYT, Inc. (“PureTech LYT”). PureTech LYT is the Company’s now wholly-owned subsidiary that holds its four technology platforms in immuno-oncology, synthetic lymphatic targeting chemistry, milk exosomes, and meningeal lymphatics. The acquired minority interests were previously held by the co-inventors of the four platforms and associated universities and advisors.
The acquisition of the minority interests is consistent with the Company’s strategy to advance a wholly-owned internal pipeline targeting the lymphatic system and related immunological mechanisms. These four programs are part of PureTech’s internal pipeline and will be funded by PureTech as well as through non-dilutive partnerships with pharmaceutical companies.
In consideration for the acquisition of minority interests in the four platforms, PureTech will issue 2,126,338 new ordinary shares of 1 pence each and will grant options to the co-inventors of and advisors to the four platforms to purchase 2,147,295 ordinary shares under the PureTech Health Performance Share Plan. The ordinary shares issued and any issued upon exercise of the options, will be subject to lock-up agreements with the Company and the ordinary shares will not be tradable until 1 October 2021. An application has been made for the 2,126,338 new ordinary shares and a block listing of 2,147,295 ordinary shares of 1 pence each (the “Block Listing Shares”) to be admitted to the Premium Segment of the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange. The Block Listing Shares are being reserved under a block listing and will be issued in accordance with the PureTech Performance Share Plan.
Daphne Zohar, founder and chief executive officer of PureTech said:
“As we advance our internal pipeline, we believe it is important that the co-inventors of our core technology platforms have an aligned interest in the long-term growth of PureTech. We are pleased with the rapid progress across our internal pipeline since it was first announced just over a year ago. It has also attracted two pharma partnerships, which provide non-dilutive funding that allows us to advance the platforms while retaining the freedom to independently develop the underlying technologies for a broad range of applications. We believe that the combination of our leadership in lymphatics and related immunology coupled with the value from our affiliates and non-dilutive partnerships provide us with a unique and multi-pronged engine to fuel future growth.”
As previously announced, PureTech’s internal pipeline also includes wholly-owned, clinical-stage LYT-100, for all indications worldwide, including the potential treatment of lymphedema and other lymphatic flow disorders such as focal segmental glomerulosclerosis (FSGS) and other fibrotic conditions such as idiopathic pulmonary fibrosis (IPF).
Separately, as stated in PureTech’s 2018 Annual Report and Accounts and pursuant to the Company’s Performance Share Plan awards for 2016, an application has been made for 513,324 ordinary shares of 1 pence each to be admitted to the Premium Segment of the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange.
It is expected that admission of the ordinary shares and the Block Listing Shares in relation to the acquisition of the minority interests in Ariya and the ordinary shares in relation to the Company’s Performance Share Plan awards for 2016 will become effective on 7 October 2019 and dealings in the ordinary shares will commence at 8.00 a.m. on this date. These shares will rank pari passu in all respects with the Company's existing ordinary shares in issue.
Following admission of the above additional ordinary shares, the total number of ordinary shares the Company has in issue will be 285,263,483.
PDMR DEALING NOTIFICATION
The information contained in the below notification is disclosed in accordance with Article 19 of the EU Market Abuse Regulation.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||||||||
| a) | Name | Daphne Zohar Eric Elenko Stephen Muniz |
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| 2 | Reason for the notification | |||||||||||||
| a) | Position/status | Daphne Zohar – Chief Executive Officer Eric Elenko – Chief Innovation Officer Stephen Muniz – Chief Operating Officer |
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| b) | Initial notification/Amendment | Initial Notification | ||||||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
| a) | Name | PureTech Health plc | ||||||||||||
| b) | LEI | 213800LVPDNO2Z9T9I39 | ||||||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of PureTech Health plc ISIN GB00BY2Z0H74 |
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| b) | Nature of the transaction | Issuance of shares (net of taxes) pursuant to vesting of RSU’s issued in 2016 under the Puretech Health Performance Share Plan as described in the Company’s 2018 Annual Report and Accounts | ||||||||||||
| c) | Price(s) and volume(s) |
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| d) | Aggregated information — Aggregated volume — Price |
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| e) | Date of the transaction | 1 October 2019 | ||||||||||||
| f) | Place of the transaction | London Stock Exchange (XLON)<.td> | ||||||||||||
About PureTech Health
PureTech is a clinical stage biotechnology company dedicated to discovering, developing and commercialising highly differentiated medicines for devastating diseases, including intractable cancers, lymphatic and gastrointestinal diseases, central nervous system disorders, and inflammatory and immunological diseases, among others. The Company has created a broad and deep pipeline through the expertise of its experienced research and development team and its extensive network of scientists, clinicians and industry leaders. This pipeline, which is being advanced both internally and through PureTech’s affiliates, is comprised of 24 product candidates and one product that has been cleared by the US Food and Drug Administration (FDA). All of the underlying programmes and platforms that resulted in this pipeline of product candidates were initially identified or discovered and then advanced by the PureTech team through key validation points based on the Company’s unique insights into the biology of the brain, immune, and gut, or BIG, systems and the interface between those systems, referred to as the BIG Axis.
For more information, visit www.puretechhealth.com or connect with us on Twitter @puretechh.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.