Last checked at 
25 Jun 2020 18:08
25 June 2020
RTW VENTURE FUND LIMITED
(the "Company")
Results of the Annual General Meeting ("AGM")
The Company is pleased to announce that, at the first AGM held at 14.00 BST today, 25 June 2020, each of the Resolutions were 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 2019.
For (including discretionary) | 83,541,534 votes |
Against | 0 votes |
Withheld | 0 votes |
Resolution 2
IT WAS RESOLVED to approve the Directors' remuneration for the financial year ended 31 December 2019 as provided in the Directors' report.
For (including discretionary) | 83,467,433 votes |
Against | 74,101 votes |
Withheld | 0 votes |
Resolution 3¹
IT WAS RESOLVED to elect William Simpson as a Director of the Company.
For (including discretionary) | 83,467,433 votes |
Against | 0 votes |
Withheld | 74,101 votes |
Resolution 4¹
IT WAS RESOLVED to elect Paul Le Page as a Director of the Company.
For (including discretionary) | 83,467,433 votes |
Against | 0 votes |
Withheld | 74,101 votes |
Resolution 5¹
IT WAS RESOLVED to elect Bill Scott as a Director of the Company.
For (including discretionary) | 83,467,433 votes |
Against | 0 votes |
Withheld | 74,101 votes |
Resolution 6¹
IT WAS RESOLVED to elect Stephanie Sirota as a Director of the Company.
For (including discretionary) | 83,541,534 votes |
Against | 0 votes |
Withheld | 0 votes |
Resolution 7
IT WAS RESOLVED to re-appoint KPMG Channel Islands Limited and KPMG LLP as Auditors of the Company.
For (including discretionary) | 83,541,534 votes |
Against | 0 votes |
Withheld | 0 votes |
Resolution 8
IT WAS RESOLVED to authorise the Board of Directors to determine the remuneration of the Auditors.
For (including discretionary) | 83,541,534 votes |
Against | 0 votes |
Withheld | 0 votes |
Details of those resolutions passed, which were not ordinary business of the AGM, follow:-
Resolution | Votes For (including discretionary) | Votes Against | Votes Withheld* |
9 - Special | 83,541,534 votes | 0 votes | 0 votes |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.
Resolution 9 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 26,650,546 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 2021 (unless previously renewed, revoked or varied by the Company by special 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. |
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Resolution 10 Resolution 10 had been withdrawn with the unanimous consent of the AGM.
Responses to investor's questions will be posted on the Company's website after the AGM.
¹ The Company notes that the voting rights adjustments under Article 23 were used in respect of resolutions 3, 4, 5 and 6, but this did not affect the outcome of the shareholder vote.
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For further information
RTW Investments, LP +1 (646) 343 9280Stephanie Sirota, Chief Business Officer
Alexandra Taracanova, PhD, Director of Investor Relations
Julia Enright, Business Development Associate
Ocorian (Company Secretary) +44 (0)1481 742 642Kevin Smith
J.P. Morgan Cazenove +44 (0)20 7742 4000
William Simmonds
Oliver Kenyon
James Bouverat (Sales)
Barclays +44 (0)20 7623 2323
Tom Swerling
Andrew Tusa
Alwyn Clarke
Ryan McCarthy
About RTW Venture Fund Limited:
RTW Venture Fund Limited (LSE: RTW) 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 US healthcare 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.