REG - RTW Biotech Opp. - Result of AGM

RTW Biotech OpportunitiesAnnouncement

16/05/2024 17:00

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RNS Number : 7961O  RTW Biotech Opportunities Ltd  16 May 2024

LEI: 549300Q7EXQQH6KF7Z84

 

16 May 2024

RTW BIOTECH OPPORTUNITIES LTD

 (the "Company")

 

Results of the Annual General Meeting ("AGM")

 

The Company is pleased to announce that, at the fifth AGM held at 14.00 BST
today, 16 May 2024, 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 2023.

 

 For       155,157,923 votes
 Against    6,187 votes
 Withheld  2,000,475 votes

 
 
 

Resolution 2

IT WAS RESOLVED to approve the Directors' remuneration for the financial year
ended 31 December 2023 as provided in the Directors' report.

 

 For       155,070,793 votes
 Against   75,328 votes
 Withheld  2,018,464 votes

 

Resolution 31

IT WAS RESOLVED to re-elect William Simpson as a Director of the Company.

 

 For       539,838,649 votes
 Against   13,270 votes
 Withheld  1,999,179 votes

 

Resolution 41

IT WAS RESOLVED to re-elect Paul Le Page as a Director of the Company.

 

 For       539,837,024 votes
 Against   14,895 votes
 Withheld  1,999,179 votes

 

Resolution 51

IT WAS RESOLVED to re-elect Bill Scott as a Director of the Company.

 

 For       539,837,024 votes
 Against   14,895 votes
 Withheld  1,999,179 votes

 

Resolution 6

IT WAS RESOLVED to re-elect Stephanie Sirota as a Director of the Company.

 

 For       153,047,444 votes
 Against   2,117,962 votes
 Withheld  1,999,179 votes

 

Resolution 7

IT WAS RESOLVED to re-appoint KPMG Channel Islands Limited and KPMG
LLP as Auditor of the Company.

 

 For       155,134,937 votes
 Against   29,173 votes
 Withheld  2,000,475 votes

 

Resolution 8

IT WAS RESOLVED to authorise the Board of Directors to determine the
remuneration of the Auditor.

 

 For       155,151,289 votes
 Against   13,729 votes
 Withheld  1,999,567 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 57,844,388 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 2025 (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       157,097,103 votes
 Against   46,656 votes
 Withheld  20,826 votes

 Resolution 10

 IT WAS RESOLVED That the Company be and is hereby authorised, in accordance
 with the Company's Articles and the Companies Law, to redeem the 48,322,863
 Ordinary Shares in the Company currently held by RTW Biotech Opportunities
 Operating Ltd, for nil consideration.

For       157,029,750 votes
 Against   66,953 votes
 Withheld  67,882 votes

 

 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.

 

Resolution 10

IT WAS RESOLVED That the Company be and is hereby authorised, in accordance
with the Company's Articles and the Companies Law, to redeem the 48,322,863
Ordinary Shares in the Company currently held by RTW Biotech Opportunities
Operating Ltd, for nil consideration.

 

 For       157,029,750 votes
 Against   66,953 votes
 Withheld  67,882 votes

 

 

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.

 

For Further Information

 RTW Investments, LP                                                           +44 (0)20 7959 6361
 Woody Stileman, Managing Director

 Krisha McCune, Director, IR
 biotechopportunities@rtwfunds.com (mailto:biotechopportunities@rtwfunds.com)

  Buchanan Communications                                                      +44 (0)20 7466 5107
 Charles Ryland
 Henry Wilson

 Numis                                                                         +44 20 7260 1000
 Freddie Barnfield
 Nathan Brown
 Euan Brown

 BofA Securities                                                               +44 20 7628 1000
 Edward Peel
 Alex Penney

 Cadarn Capital                                                                +44 73 6888 3211

 David Harris

 

About Biotech Opportunities Ltd:

RTW Biotech Opportunities Ltd (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 Biotech Opportunities Ltd
invests in companies developing next-generation therapies and technologies
that can significantly improve patients' lives. RTW Biotech Opportunities Ltd
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 website at www.rtwfunds.com/rtw-biotech-opportunities-ltd
(https://www.rtwfunds.com/rtw-biotech-opportunities-ltd/)  for more
information.

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