You are attempting to enter the section of this website (the "Microsite") that is designated for the publication of documents and information (together, the "Information") in connection with the proposed capital return of US$100 million by PureTech Health plc ("PureTech") by way of tender offer for up to 33,500,000 ordinary shares (including ordinary shares represented by American Depositary Shares ("ADSs") at 250 pence per share, announced on 20 May 2024 (the "Tender Offer") and the general meeting of PureTech to be held at 6 Tide Street, Boston, Massachusetts, 02210, United States at 11:00 a.m. (New York City time) (4:00 p.m. (London time)) on Thursday 6 June 2024 (the “General Meeting”). Details of the Tender Offer and the General Meeting are set out in a circular posted to the Company’s shareholders on 20 May 2024 and available on this MicroSite.
ACCESS TO THIS AREA OF THE MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS WHO ARE RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A VIOLATION OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE.
The Tender Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, email and telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Canada, Japan, New Zealand, Singapore, the Republic of South Africa or any other jurisdiction where the mailing of the Circular or the accompanying documents, or the extension of the Tender Offer, in the manner contemplated by the Circular into or inside such jurisdiction would constitute violation of the laws of such jurisdiction (“Restricted Jurisdiction”).
IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A VIOLATION OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE.
DISCLAIMER
THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY PERSON SEEKING ACCESS TO THE MICROSITE REPRESENTS AND WARRANTS TO PURETECH THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY.
BASIS OF ACCESS TO INFORMATION
Please read this notice carefully before clicking "ACCEPT" or "DECLINE" below. This notice applies to all persons who view the Information contained on this Microsite and, depending on where you are located, it may affect your rights or responsibilities. This notice may be amended or updated by PureTech from time to time and it should be read carefully in full each time you wish to view the Microsite. In addition, the content of the Microsite, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of PureTech. The Information speaks only at the date of the relevant document or announcement and PureTech has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).
For regulatory reasons we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view information relating to the Tender Offer, you have to read the following and then press "ACCEPT". If you are unable to agree you should press "DECLINE" and you will not be able to view any such details.
RESTRICTED JURISDICTIONS
The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction nor intended to be accessible by persons in any Restricted Jurisdiction.
Nothing on, or which can be downloaded from, the Microsite constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities or solicitation of any votes attaching to securities which are the subject of the Tender Offer in any jurisdiction in which such offer or solicitation is unlawful. The Information may not be downloaded or accessed by any person from or in any jurisdiction where it would or may constitute a violation of the laws of such jurisdiction to do so. No Information may be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any jurisdiction where it would or may constitute a violation of the laws of such jurisdiction to do so, and persons receiving any Information (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such a jurisdiction, as to do so may invalidate any purported tender of ordinary shares (including ordinary shares represented by ADSs) for purchase pursuant to the Tender Offer.
The Information on, or which can be downloaded from, the Microsite contains information that has been prepared for the purposes of complying with English law and the Information disclosed may not be the same as that which would have been disclosed if the Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view or download the Information on the Microsite, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view or download the Information, please exit this webpage by clicking on the "DECLINE" box below.
By clicking on the "ACCEPT" box below, you certify that you will not, directly or indirectly, forward, mail, transmit, show or distribute (by any means including by electronic transmission) the Information to any person. In particular, you certify that you will not forward or transmit the Information either in whole or in part in, into or from any jurisdiction where to do so would or may constitute a violation of, or be restricted by, the laws of such jurisdiction. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.
ADDITIONAL US INFORMATION
The Tender Offer relates to securities in a non-US company registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the US in certain material respects.
Holders of Ordinary Shares (but not ADS Holders in respect of their holdings of ADSs) who are located in the United States who wish to participate in the Tender Offer must follow the instructions set out in Part V of the Circular.
For ADS Holders, the instructions set out in Part V of the Circular as to participation in the Tender Offer do not apply. ADS Holders should refer to the instructions in Part VIII of the Circular in order to participate in the Tender Offer.
In accordance with normal market practice in the UK and pursuant to Rule 14e-5(b)(12) under the Exchange Act, the Company or its nominees or brokers or Jefferies or its affiliates may from time to time make certain purchases of, or arrangements to purchase Ordinary Shares outside the United States, otherwise than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase will comply with all applicable rules in the UK, including the Listing Rules of the FCA and the Admission and Disclosure Standards of the London Stock Exchange. Any information about such purchases will be disclosed as required in the UK and the US and, if required, will be reported via a Regulatory Information Service and will be available to all investors (including US investors) on the London Stock Exchange website at www.londonstockexchange.com.
None of the Information or any other document relating to the Tender Offer has been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission, or any US state securities commission or any other US regulatory authority, and such authorities have not confirmed the accuracy or determined the adequacy of this information contained in this Microsite and the merits of the Tender Offer. Any representation to the contrary is a criminal offence in the US.
FORWARD-LOOKING STATEMENTS
This Microsite and the Information contained in it contain forward looking statements that are subject to assumptions, risks and uncertainties associated with, amongst other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Company operates.
Forward-looking statements can be identified typically by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “intends”, “estimates”, “plans”, “assumes”, “predicts” or “anticipates”, as well as the negatives of such words and other words of similar meaning in connection with discussions of future operating or financial performance or of strategy that involve risks and uncertainties. The forward-looking statements in this Microsite and the Information are made based upon the Company’s expectations and beliefs concerning future events affecting the Group and therefore involve a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding the group’s present and future business strategies and the environment in which it will operate, which may prove not to be accurate. The forward-looking statements are not guarantees and actual results could differ materially from those expressed or implied in these forward-looking statements; therefore, undue reliance should not be placed on such forward-looking statements.
You are cautioned not to place any undue reliance on the forward-looking statements contained in this Microsite and the Information which speak only as at the date stated in the Information. Neither the Company nor any member of the Group undertakes any obligation publicly to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by any applicable laws and regulations, the Prospectus Regulation Rules, the Listing Rules, the rules of the London Stock Exchange, the Disclosure Guidelines and Transparency Rules, the Takeover Code, any applicable US securities laws and the rules of the NASDAQ Global Market.
Information on the SEC’s website or any other website is not incorporated by reference into this MicroSite and does not constitute a part of the Tender Offer unless specifically so designated and filed with the SEC.
RESPONSIBILITY
In relation to the Information accessible on the Microsite, please note any statement of responsibility contained therein.
The Information included in the Microsite issued or published by PureTech speaks only at the specified date of the relevant document and, subject to any continuing obligations under applicable law or any relevant regulatory requirements, PureTech expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement on this webpage, any updates or revisions to any statements in such documents or announcements in relation to the Tender Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS NOTICE
By clicking on "ACCEPT" below, you confirm that you: (i) have read, understood and agreed to be bound by the terms of the notice set out above; (ii) are not resident in any jurisdiction (or acting on behalf of someone fitting that criteria) where to download or view the Information would constitute a violation of the laws of that jurisdiction; (iii) represent and warrant to PureTech that you intend to access the Microsite for information purposes only; and (iv) will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on the Microsite to any other person at any time.
If you click "DECLINE" below, we will be unable to provide you with access to the Information and you will be redirected to PureTech’s homepage.
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an appropriately authorised independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.