PureTech Health PLC Minority Stake Acquisition & PDMR Notification (4301O)
02 Octubre 2019 - 01:00AM
UK Regulatory
TIDMPRTC
RNS Number : 4301O
PureTech Health PLC
02 October 2019
2 October 2019
PureTech Health plc
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
-------------------------------------------------------- -------------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------------------------------------
a) Position/status Daphne Zohar - Chief Executive Officer
Eric Elenko - Chief Innovation Officer
Stephen Muniz - Chief Operating Officer
-------------------------------------------------------- -------------------------------------------------------
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 Ordinary Shares of PureTech Health
instrument plc
ISIN GB00BY2Z0H74
-------------------------------------------------------- -------------------------------------------------------
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) Recipient Price(s) Volume(s)
Daphne Zohar 0.01 GBP 307,150
---------- ----------
Eric Elenko 0.01 GBP 103,329
---------- ----------
Stephen Muniz 0.01 GBP 102,845
---------- ----------
-------------------------------------------------------- -------------------------------------------------------
d) Aggregated information- Aggregated volume Price Aggregate Volume
n/a n/a
- Price -----------------
-------------------------------------------------------- -------------------------------------------------------
e) Date of the transaction 1 October 2019
-------------------------------------------------------- -------------------------------------------------------
f) Place of the transaction London Stock Exchange (XLON)
-------------------------------------------------------- -------------------------------------------------------
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.
Contact:
Investors EU media US media
Allison Mead Talbot Ben Atwell, Rob Winder Tom Donovan
+1 617 651 3156 +44 (0) 20 3727 1000 +1 857 559 3397
amt@puretechhealth.com ben.atwell@FTIconsulting.com tom@tenbridgecommunications.com
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END
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