Suspension of Trading in Shares


THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, TO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF RELEVANT LAWS OR REGULATIONS OF THIS JURISDICTION.

FOR IMMEDIATE RELEASE

Legal entity identifier: 213800OVT3AHQCXNIX43

February 12, 2024

RECOMMENDED ACQUISITION IN ALL ACTIONS OF THE ASSETS OF

ARIX BIOSCIENCE PLC (“Arix”)

BY

RTW BIOTECH OPPORTUNITIES LTD (“RTW Bio”)

Suspension of trading of shares

On November 1, 2023, the boards of directors of RTW Bio and Arix announced that they had accepted the terms of a recommendation for the acquisition of 100% of the shares of Arix assets by RTW Bio, via a subsidiary, which would be carried out as part of a voluntary reconstruction and liquidation plan. -up of Arix under section 110 of the Insolvency Act 1986 (the “Scheme“).

Further details of the Program are set out in the circular published by Arix on January 5, 2024 in connection with the Program (the “Circular“).

As part of the Plan, Arix confirms that trading in the Shares on the London Stock Exchange will be suspended no later than 7:30 a.m. today, 12 February 2024, in anticipation of the second General Meeting, which will be held at Clifford Chance. LLP, 10 Upper Bank Street, London, E14 5JJ at 10am today.

A further announcement will be made by Arix regarding the results of the second general meeting later today.

Capitalized terms used but not defined in this announcement have the meaning given to them in the Circular.

Ask for information :

Arix Bioscience plc

+44 (0)20 7290 1050

[email protected]

Jefferies (Financial advisor and corporate broker at Arix)

+44 20 7029 8000

Philip Yates

Simon Hardy

Shaam Vora

Powerscourt Group (public relations and communications advisor to Arix)

+44 20 7250 1446

Sarah MacLeod

Pete Lambie

Nick Johnson

Molly ring

Important information

Jefferies International Limited (“Jefferies“), which is authorized and regulated by the Financial Conduct Authority in the United Kingdom, acts exclusively for Arix and no other person in relation to the matters set out in this press release and will not regard any other person as its client in relation to relates to the matters discussed in this announcement and will not be responsible to anyone other than Arix for providing the protections afforded to Jefferies' customers or for providing advice regarding any matter referred to in this announcement or any transaction or arrangement referred to herein. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility of any nature whatsoever (whether direct or indirect, whether in contract, tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Notice to American shareholders of Arix

This announcement is not intended for publication or distribution, directly or indirectly, in the United States of America. This announcement does not constitute an offer to sell any securities in the United States. The securities mentioned herein have not been and will not be registered under the US Securities of 1933, as amended (the “Securities Act“), the securities laws of any state or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to “U.S. Persons” (as defined in 902 of the Securities Act), except pursuant to an exemption from registration. No public offering of securities is being made in the United States.

The Consideration Shares will be offered and sold for investment purposes only in the United States or to U.S. Persons (as such terms are defined in Rule 902 of Regulation S promulgated under the Securities Act) under the exemption from registration provided for in Article 4(a). (2) of the Securities Act and/or Regulation D promulgated thereunder and in accordance with the applicable securities laws of each state or other jurisdiction in which the offering will be made. Each potential investor who is located in the United States or who is a United States person (as that term is defined in Rule 902 of Regulation S promulgated under the Securities Act) must be both (i) an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and (ii) a (A) “qualified purchaser” as the term is defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended (the “1940 law“), and the rules and regulations promulgated thereunder, or (B) “competent employee,” as that term is defined in rule 3c-5(a)(4) promulgated under the 1940 Act The Consideration Shares will be offered and sold outside the United States to investors who are not United States persons in accordance with Regulation S under the Securities Act.

RTW Bio is not registered and does not intend to be subject to registration as an investment company under the 1940 Act pursuant to one or more exclusions or exemptions from registration in virtue of it. Arix's US shareholders will be asked to sign an investor letter (“Letter to AI/QP investors“). Letters to AI/QP investors will contain representations and restrictions on the transfer designed to ensure that the conditions of these exclusions or exemptions will be met. Investors in RTW Bio will therefore not benefit from the protections afforded by the 1940 Act to investors in a registered investment company. RTW Bio will not conduct a public offering of the Consideration Shares to satisfy the exclusion from registration as an investment company under the 1940 Act. If RTW Bio is considered an investment company and is therefore required to register under the 1940 Act, such a requirement could prohibit RTW Bio from operating in the manner intended and could have a material adverse effect on RTW Bio.

Consideration Shares are subject to transferability and resale restrictions and may be transferred or resold only to the extent permitted by the Securities Act, the 1940 Act and any state or other securities laws. applicable, in accordance with the registration or an exclusion or exemption therefrom. The transferability of the Consideration Shares will be further restricted by the terms of the AI/QP Investor Letter, and any further offer or resale of any Consideration Shares in the United States or to U.S. persons may constitute a violation of the American law. U.S. shareholders of Arix should be aware that they may be required to bear the financial risks associated with any investment in RTW Bio for an indefinite period of time. RTW Bio reserves the right to refuse any subscription, resale or other transfer of Consideration Shares to U.S. Persons or any person, including on the basis that doing so may cause RTW Bio to lose an exclusion or exemption under the U.S. securities laws (e.g., the Securities Act and the 1940 Act). RTW Bio further reserves the right to require the transfer or redemption of consideration shares held by any person for any reason, including circumstances which could adversely affect the tax status of RTW Bio, could cause RTW Bio to violate the Securities Act, the Act of 1940. Act or any applicable state securities law or could cause RTW Bio to suffer any pecuniary, tax or administrative disadvantage which could be illegal or detrimental to the interests or property of be from RTW Bio.

General

If you are in any doubt about the contents of this announcement or what action you should take, you are advised to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or duly independent financial advisor. authorized under the Act respecting financial services and markets. Act 2000 (as amended) if you are resident in the United Kingdom or, otherwise, with another appropriate approved independent financial adviser.



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