REDX.L Regulatory News (REDX)

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For immediate release

Redx Pharma plc

("Redx" or "the Company")

Confirmation of private approach

Alderley Park, 13 March 2020 Redx Pharma plc (AIM: REDX), the drug discovery and development company focused on cancer and fibrosis announces it has been in receipt of a further private approach from Yesod Bio-Sciences Limited ("Yesod") that may lead to a possible cash offer for the entire issued and to be issued share capital of the Company at a price of 15 pence per share (the "Proposed Offer").

The Board is giving careful consideration to this private approach including discussions with Moulton Goodies Ltd, the Company's largest shareholder, and bearing in mind the commitments made in relation to funding from entities controlled by Redmile Group LLC, as detailed in the Company's announcement released on 28 February.

The Board understands that the Proposed Offer would be effected by way of a scheme of arrangement and the making of the Proposed Offer is conditional only upon (i) the unanimous recommendation of the board of directors of Redx, and (ii) receipt of an irrevocable undertaking from Moulton Goodies Limited, the Company's largest shareholder, in a form acceptable to Yesod, to vote in favour of the Proposed Offer at the court convened meeting of the shareholders of Redx.

The Board acknowledges that Yesod reserves the right to waive these preconditions to making the Proposed Offer, or an alternative offer and understands that even in the event that these preconditions are met or waived, there can be no certainty that any firm offer will be made. Yesod has expressly reserved the right to reduce the offer consideration by the amount of any dividend or other distribution or return of capital which is paid or becomes payable by Redx after the date of this announcement.

The Board will make further announcements in due course.

This announcement has been made with the consent of Yesod Bio-Sciences Limited.

For the purposes of Rule 2.4(c) of the Takeover Code, in accordance with Rule 2.6(a) of the Takeover Code, Redx announces that, by not later than 5.00 pm on Tuesday 14 April 2020 (the "Deadline"), Yesod must either announce a firm intention to make an offer for Redx under Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer for Redx, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies.

For further information, please contact:

About Redx Pharma Plc 

Redx is a UK based biotechnology company whose shares are traded on AIM (AIM:REDX). Redx's vision is to become a leading biotech focused on the development of novel precision medicines that have the potential to transform treatment in oncology and fibrotic diseases.

If you would like to sign up to regular alerts from Redx, please follow this link https://www.redxpharma.com/investors/email-alerts/

Notices related to financial adviser

Cantor Fitzgerald Europe, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Redx and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

WG Partners LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Redx and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Redx for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Disclosure requirements of the Takeover Code 

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Redx's website at https://www.redxpharma.com/investors/investor-centre/. The content of this website is not incorporated into, and does not form part of, this announcement.

Rule 2.9 Requirement

In accordance with Rule 2.9 of the Takeover Code, Redx confirms that as at the date of this announcement, it has in issue 190,008,703 ordinary shares of 1p each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00BSNB6S51.