REG - PureTech Health PLC - Result of Meeting

Puretech HealthAnnouncement

06/06/2024 17:45

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RNS Number : 3148R  PureTech Health PLC  06 June 2024

6 June 2024

PureTech Health plc

 

Result of General Meeting

 

PureTech Health plc (http://www.puretechhealth.com/) (Nasdaq: PRTC, LSE: PRTC)
("PureTech" or the "Company"), a clinical-stage biotherapeutics company
dedicated to changing the lives of patients with devastating diseases, is
pleased to announce that at the General Meeting of the Company held at 11:00
a.m. New York City time (4:00 p.m. London time) today at the Company's offices
at 6 Tide Street, Boston, Massachusetts, 02210, United States, the proposed
Special Resolution as set out in the Circular containing the Notice of General
Meeting circulated to Shareholders and published on 20 May 2024 was duly
passed.

 

The results of the poll, incorporating the proxy votes lodged in advance of
the meeting, are set out below:

 

 Resolution                                                                    For          %       Against  %      Withheld  Total votes cast
 1. To approve a tender offer to acquire approximately 33,500,000 ordinary     186,119,551  99.94%  113,744  0.06%  49,148    186,233,295
 shares (including ordinary shares represented by American depositary shares

 (''ADSs'')) for 250 pence per ordinary share (including ordinary shares
 represented by ADSs) in the Company on the terms set out in the circular to

 shareholders dated 20 May 2024.

 

Notes:

 

(1) A vote "Withheld" is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" a resolution.

 

(2) As at 4 June 2024, the latest practicable date for the General Meeting,
the number of issued shares in the Company entitling the holders to attend and
vote for or against the special resolution at the General Meeting was
270,814,102 Ordinary Shares. This does not include 18,654,057 Ordinary Shares
held in treasury. In accordance with the Company's Articles of Association, on
a poll every member present in person or by proxy has one vote for every share
held.

 

(3) The full text of the resolution may be found in the Circular containing
the Notice of General Meeting, copies of which are available on both the
Company's website https://investors.puretechhealth.com/tender-offer
(https://eur05.safelinks.protection.outlook.com/?url=https%3A%2F%2Finvestors.puretechhealth.com%2Ftender-offer&data=05%7C02%7Cmartin.penn%40dlapiper.com%7C69ca0b0d95334f38392608dc76620066%7Ce855e7acc54640d299f7a100522010f9%7C1%7C0%7C638515411050881900%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=P9wnRaxyiO%2FwC55hxOG98nza0%2FwvJ%2BzrKrcDU2QrNbU%3D&reserved=0)
and on the National Storage Mechanism. The resolution may also be found in the
Circular containing the Notice of General Meeting included as an exhibit to
the Schedule TO filed with the Securities and Exchange Commission and
available for inspection at https://sec.gov (https://sec.gov) .

 

Tender Offer

Further to the Company's announcement and the Circular dated 20 May 2024, the
latest time and date for receipt of Tender Forms or TTE Instructions from
Shareholders in respect of the Tender Offer is 1:00 p.m. London time on 20
June 2024, and the latest time and date for receipt by the Tender Agent of
Letters of Transmittal for ADSs and book-entry transfer of ADSs in respect of
the Tender Offer is 5:00 p.m. New York City time on 18 June 2024.

The results of the Tender Offer will be announced on 24 June 2024.

References to times in this timetable are to London time (British Summer Time
(BST)) or New York City time (Eastern Daylight Time (EDT)) (as stated).

 

Capitalised terms in this announcement (unless otherwise defined) have the
same meanings as set out in the Circular.

 

Contact:

 

PureTech Health plc

Public Relations

publicrelations@puretechhealth.com (mailto:publicrelations@puretechhealth.com)

Investor Relations

IR@puretechhealth.com (mailto:IR@puretechhealth.com)

 

Jefferies International Limited

Ed Matthews

+44 (0)20 7548 4107

ematthews1@jefferies.com (mailto:ematthews1@jefferies.com)

Jee Lee

+44 (0)20 7029 8545

Jee.Lee@jefferies.com (mailto:Jee.Lee@jefferies.com)

 

UK/EU Media

Ben Atwell, Rob Winder

+44 (0) 20 3727 1000

puretech@fticonsulting.com (mailto:puretech@fticonsulting.com)

 

US Media

Nichole Bobbyn

+1 774 278 8273

nichole@tenbridgecommunications.com
(mailto:nichole@tenbridgecommunications.com)

 

About PureTech Health

PureTech is a clinical-stage biotherapeutics company dedicated to giving life
to new classes of medicine to change the lives of patients with devastating
diseases. The Company has created a broad and deep pipeline through its
experienced research and development team and its extensive network of
scientists, clinicians and industry leaders that is being advanced both
internally and through its Founded Entities. PureTech's R&D engine has
resulted in the development of 29 therapeutics and therapeutic candidates,
including two that have received both U.S. FDA clearance and European
marketing authorization and a third (KarXT) that has been filed for FDA
approval. A number of these programs are being advanced by PureTech or its
Founded Entities in various indications and stages of clinical development,
including registration enabling studies. All of the underlying programs and
platforms that resulted in this pipeline of therapeutic candidates were
initially identified or discovered and then advanced by the PureTech team
through key validation points.

 

For more information, visit www.puretechhealth.com
(http://www.puretechhealth.com/)  or connect with us on X (formerly Twitter)
@puretechh.

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains statement that are or may be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements contained in this press release that do not relate to
matters of historical fact should be considered forward-looking statements,
including without limitation statements that relate to our expectations around
our therapeutic candidates and approach towards addressing major diseases, our
future prospects, developments, and strategies, and statements regarding the
intent, belief or current expectations regarding the Tender Offer. The
forward-looking statements are based on current expectations and are subject
to known and unknown risks, uncertainties and other important factors that
could cause actual results, performance and achievements to differ materially
from current expectations, including, but not limited to, those risks,
uncertainties and other important factors described under the caption "Risk
Factors" in our Annual Report on Form 20-F for the year ended December 31,
2023 filed with the SEC and in our other regulatory filings. These
forward-looking statements are based on assumptions regarding the present and
future business strategies of the Company and the environment in which it will
operate in the future. Each forward-looking statement speaks only as at the
date of this press release. Except as required by law and regulatory
requirements, we disclaim any obligation to update or revise these
forward-looking statements, whether as a result of new information, future
events or otherwise.

 

 

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