Last checked at 
28 Nov 2022 07:00
LEI: 549300Q7EXQQH6KF7Z84
28 November 2022
RTW Venture Fund Limited
Change of status for US federal tax purposes from PTP to a corporation
RTW Venture Fund Limited (the "Company") announces that it will, with effect from 1 December 2022, change its status for U.S. federal tax purposes from a "publicly traded partnership" or "PTP" to a corporation. The Company believes that the change in status will cause it to be treated as a "passive foreign investment company" or a "PFIC." This change has been necessitated by recent changes to U.S. tax legislation due to come into effect from January 1, 2023. Under this new legislation, custodians holding shares in companies treated as publicly traded partnerships would incur new withholding tax obligations. A number of custodians effecting transactions in the Company's Ordinary Shares have informed the Company that, as a result of this new U.S. withholding tax obligation, they will no longer hold or deal with the Ordinary Shares if the Company continues to be treated as a publicly traded partnership for U.S. federal income tax purposes. This would have a material adverse impact on the Company's Shareholders and the functioning of the market in its shares and consequently the Board has decided to file documentation with the U.S. Internal Revenue Service to change the Company's tax status to a corporation for U.S. purposes.
Related to the making of the tax election, the Company will also be carrying out a reorganisation of the arrangements pursuant to which an affiliate of the Investment Manager is allocated its share of the investment performance generated by the Company. Pursuant to this, the Company has established a new wholly-owned subsidiary, RTW Venture Fund Operating Limited, to which it will transfer its right to the profits and losses attributable to the Company's portfolio of assets. This reorganisation will have no economic impact on Shareholders and is being effected solely for the purpose of ensuring that the share of the investment performance generated by the Company which is allocable to an affiliate of the Investment Manager receives the same treatment for U.S. federal tax purposes as would have been the case if no tax election by the Company had been compelled by the change in U.S. tax law.
The current articles of incorporation of the Company (the "Existing Articles") reflect the status of the Company prior to the tax election as a PTP. Accordingly, the tax election made by the Board is inconsistent with, and amounts to a technical breach of, the provisions of the Existing Articles. Consequently, a circular will be published by the Company shortly, pursuant to which Shareholders will be asked (a) to ratify the decision of the Board to make the tax election; and (b) to approve the adoption of new articles, which will be updated to reflect the U.S. federal tax status of the Company following completion of the tax election and the reorganisation.
The change in tax status is not expected to have any effect on non-U.S. Shareholders. For U.S. Shareholders, the Company anticipates that each holder of Ordinary Shares will recognize gain or loss as though the Company had sold all of its assets and the Company thereafter be taxed as a PFIC. For those Shareholders who wish to be taxed under the qualified electing fund ("QEF") regime, the Company will provide annual information with respect to its income and gains. The Company, however, in no way warrants the information provided to Shareholders in any year will be sufficient to enable them to make or maintain a QEF election with respect to their Ordinary Shares. As the PFIC rules are complex, all Shareholders are advised to consult with their own tax advisors.
This information is not intended to be all-inclusive or to render specific professional tax advice. Shareholders are urged to consult with their independent tax advisors to determine the tax consequences. The Company does not provide tax or legal advice.
For Further Information:
RTW Investments, LP | +44 (0) 77 1741 7711 |
Woody Stileman, Managing Director | |
Buchanan | +44 (0)20 7466 5107 |
Charles Ryland | |
Henry Wilson | |
George Beale | |
J.P. Morgan Cazenove | +44 (0)20 7742 4000 |
William Simmonds | |
Jérémie Birnbaum | |
James Bouverat (Sales) | |
BofA Securities | +44 (0) 20 7628 1000 |
Edward Peel | |
Kieran Millar | |
Elysium Fund Management Limited | +44 (0) 14 8181 0100 |
Joanna Duquemin Nicolle, Chief Executive Officer | |
Sadie Morrison, Managing Director | |
Morgan Stanley Fund Services USA LLC | +1 (914) 225 8885 |
About RTW Venture Fund Limited:
RTW Venture Fund Limited (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 Venture Fund invests in companies developing next-generation therapies and technologies that can significantly improve patients' lives.
RTW Venture Fund Limited 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 RTW website at www.rtwfunds.com for more information.