TIDMRTW
RNS Number : 4932D
RTW Venture Fund Limited
21 June 2023
LEI: 549300Q7EXQQH6KF7Z84
21 June 2023
RTW VENTURE FUND LIMITED
(the "Company")
Results of the Annual General Meeting ("AGM")
The Company is pleased to announce that, at the fourth AGM held
at 14.00 BST today, 21 June 2023, each of the Resolutions was duly
passed without amendment.
The details of each resolution are as follows:
ORDINARY RESOLUTIONS
Resolution 1
IT WAS RESOLVED to receive and consider the Audited Financial
Statements, the Directors' report, and the auditor's report for the
financial year ended 31 December 2022.
For 111,002,846 votes
Against 0 votes
Withheld 18,361,456 votes
Resolution 2
IT WAS RESOLVED to approve the Directors' remuneration for the
financial year ended 31 December 2022 as provided in the Directors'
report.
For 110,999,214 votes
Against 3,632 votes
Withheld 18,361,456 votes
Resolution 3 [1]
IT WAS RESOLVED to elect William Simpson as a Director of the
Company.
For 323,388,353 votes
Against 0 votes
Withheld 18,365,088 votes
Resolution 4 1
IT WAS RESOLVED to elect Paul Le Page as a Director of the
Company.
For 323,388,353 votes
Against 3,632 votes
Withheld 18,361,456 votes
Resolution 5 1
IT WAS RESOLVED to elect Bill Scott as a Director of the
Company.
For 323,391,985 votes
Against 0 votes
Withheld 18,361,456 votes
Resolution 6
IT WAS RESOLVED to elect Stephanie Sirota as a Director of the
Company.
For 111,002,846 votes
Against 0 votes
Withheld 18,361,456 votes
Resolution 7
IT WAS RESOLVED to re-appoint KPMG Channel Islands Limited and
KPMG LLP as Auditors of the Company.
For 110,999,214 votes
Against 3,632 votes
Withheld 18,361,456 votes
Resolution 8
IT WAS RESOLVED to authorise the Board of Directors to determine
the remuneration of the Auditors.
For 111,002,846 votes
Against 0 votes
Withheld 18,361,456 votes
As Special business
Resolution 9
IT WAS RESOLVED That the Company be and is hereby authorised,
in accordance with section 315 of the Companies (Guernsey)
Law, 2008, as amended (the "Companies Law"), subject to the
Listing Rules made by the United Kingdom Financial Conduct
Authority and all other applicable legislation and regulations,
to make market acquisitions (within the meaning of section
316 of the Companies Law) of its own Ordinary Shares (as
defined in the Company's Articles) which may be cancelled
or held as treasury shares, provided that:
i. the maximum number of Ordinary Shares authorised to be
purchased under this authority shall be 31,837,132 Ordinary
Shares (being 14.99 per cent. of the Ordinary Shares in issue
as at the Latest Practicable Date, excluding any treasury
shares);
ii. the minimum price (exclusive of expenses) which may be
paid for an Ordinary Share is US$0.01;
iii. the maximum price (exclusive of expenses) which may
be paid for an Ordinary Share shall be not more than an amount
equal to the higher of (a) 5 per cent. above the average
mid-market value of the Ordinary Shares on the regulated
market where the repurchase is carried out for the five Business
Days (as defined in the Company's Articles) prior to the
day the purchase is made and (b) the higher of (i) the price
of the last independent trade and (ii) the highest current
independent bid price, in each case on the regulated market
where the purchase is carried out; and such authority to
expire on the date which is 15 months from the date of passing
of this resolution or, if earlier, at the end of the Annual
General Meeting of the Company to be held in 2023 (unless
previously renewed, revoked or varied by the Company by ordinary
resolution), save that the Company may make a contract to
acquire Ordinary Shares under this authority before its expiry
which will or may be executed wholly or partly after its
expiration and the Company may make an acquisition of Ordinary
Shares pursuant to such a contract.
For 111,002,846 votes
Against 0 votes
Withheld 18,361,456 votes
Resolution 10
IT WAS RESOLVED That the Company's name be changed from
"RTW Venture Fund Limited" to "RTW Biotech Opportunities
Ltd" with immediate effect.
For 111,002,846 votes
Against 0 votes
Withheld 18,361,456 votes
Application will be made to the Guernsey Registry to register
the change of name. Such change will take effect upon receipt
of the confirmation from the Guernsey Registry. A further
announcement will be made at that time.
Responses to investors' questions will be posted on the Company's
website after the AGM.
(1) The Company notes that the voting rights adjustments
under Article 6 and Article 23 of the Company's Articles
of Incorporation were used in respect of resolutions 3, 4,
and 5, but this did not affect the outcome of the shareholder
vote.
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "for" or "against" the
Resolution.
A copy of the resolutions passed at the AGM has been submitted
to the National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
For Further Information:
RTW Investments, LP +44 (0)20 7959 6361
Woody Stileman, Managing Director
Krisha McCune, Director, Client Service
Buchanan +44 (0)20 7466 5107
Charles Ryland
Henry Wilson
George Beale
Numis +44 (0)20 7260 1000
Freddie Barnfield
Nathan Brown
Euan Brown
BofA Securities +44 (0) 20 7628 1000
Edward Peel
Kieran Millar
Cadarn Capital +44 (0) 73 6888 3211
David Harris
Elysium Fund Management Limited +44 (0) 14 8181 0100
Joanna Duquemin Nicolle, Chief Executive Officer
Sadie Morrison, Managing Director
Morgan Stanley Fund Services USA LLC +1 (914) 225 8885
About RTW Venture Fund Limited:
RTW Venture Fund Limited (LSE: RTW & RTWG) is an investment
fund focused on identifying transformative assets with high growth
potential across the biopharmaceutical and medical technology
sectors. Driven by a long-term approach to support innovative
businesses, RTW Venture Fund invests in companies developing
next-generation therapies and technologies that can significantly
improve patients' lives.
RTW Venture Fund Limited is managed by RTW Investments, LP, a
leading healthcare-focused entrepreneurial investment firm with
deep scientific expertise and a strong track record of supporting
companies developing life-changing therapies.
Visit the RTW website at www.rtwfunds.com for more
information.
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END
RAGSEUFIFEDSEFM
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June 21, 2023 11:22 ET (15:22 GMT)
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