letter20 Aug 2020 15:59
Dear Redx Pharma PLC Shareholder,
Offer by RM Special Holdings 3, LLC (the “Offeror”), a special purpose vehicle whollyowned by funds managed or advised by Redmile Group, LLC, to acquire the entire issued
and to be issued ordinary share capital of Redx Pharma PLC (the “Company”) not
already held or agreed to be acquired by the Offeror (the “Offer”)
Offer closed
We refer to the offer document dated 9 April 2020 (the “Offer Document”) in which we
offered to acquire all the issued and to be issued ordinary share capital of the Company not
already held or agreed to be acquired by the Offeror. Unless otherwise stated, terms used in
this letter have the same meanings as given to them in the Offer Document.
As you may be aware, the Offer closed at 1 p.m. (London time) on 30 April 2020. As at 1 p.m.
(London time) on 30 April 2020, the Offeror had, by virtue of acceptances of the Offer,
acquired or unconditionally contracted to acquire ordinary shares which, together with the
ordinary shares in the Company which the Offeror acquired other than through the Offer,
represent 91.76 % in value of all the ordinary shares in issue at that time and carry 91.76% of
the voting rights attaching to them.
Sell-out rights
Consequently, we are now required in accordance with sections 983 to 985 of the Companies
Act 2006 (the “Act”) to notify all holders of ordinary shares who have not accepted the Offer
of their rights (“sell-out rights”) under section 983 of the Act to require the Offeror to acquire
their ordinary shares either on the terms of the Offer or on such other terms as may, in the case
of each such shareholder, be agreed between them and the Offeror.
According to our records, you did not accept the Offer and we are therefore required to inform
you that you are entitled to require us to acquire your Redx Shares on the terms of the Offer.
Please note that it is not our intention to exercise our rights under Chapter 3 of Part 28
of the Act to acquire compulsorily the remaining ordinary shares to which the Offer
relates and in respect of which the Offer has not been accepted.
The terms of the Offer, as set out in full in the Offer Document and Form of Acceptance which
was sent to you in connection with the Offer, provided for the acquisition of the Redx Shares
on the following basis:
for each Redx Share 15.5 pence in cash
2
Exercise of sell-out rights
We enclose with this letter:
(i) a notice in the prescribed form under section 984(3) of the Act, addressed to you, which
formally notifies you of your sell-out rights (the “Section 984 Notice”); and
(ii) for Redx Shareholders holding Redx Shares in certificated form (i.e. not in CREST), a
form of exercise which should be completed should you wish to exercise your sell-out
rights (the “Form of Exercise”).
(a) If you hold Redx Shares in certificated form (i.e. not in CREST): To exercise sell-out
rights in respect of any Redx Shares held in certificated form (that is, not through
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