Rtw Biotech Regulatory News (RTW)

LEI: 549300Q7EXQQH6KF7Z84

30 July 2021

RTW VENTURE FUND LIMITED

 (the "Company")

Result of Extraordinary General Meeting and Intention to Proceed with Migration to Premium Segment

As announced on 14 July 2021, RTW Venture Fund Limited (the "Company") had convened an extraordinary general meeting (the "Extraordinary General Meeting") to approve resolutions (the "Resolutions") in connection with the Company's intention to apply for admission of its Ordinary Shares to listing on the Premium Segment of the Official List and the transfer of the admission to trading of the Ordinary Shares from the Specialist Fund Segment to the Premium Segment of the London Stock Exchange plc's Main Market (the "Admission"), and the proposed waiver of Rule 9 of the Takeover Code.

The Company is pleased to announce that, at the Extraordinary General Meeting held earlier today, all Resolutions put forward were passed by way of a poll. The text of the Resolutions and the votes cast are detailed at the end of this announcement.

Accordingly, the Company intends to apply for the Admission of all of its issued shares, being 208,379,757 Ordinary Shares. A further announcement will be made in due course once Admission is effective. Shareholders do not need to take any action with respect to their Ordinary Shares (whether held in certificated or uncertificated form) in connection with Admission. The Company's ISIN and LEI will remain the same.

The Company also intends to introduce a new quote in GBP, which will have its own ticker and SEDOL. Further details will be announced in due course, but in any event the existing USD quote will remain.

For the purposes of this announcement, unless otherwise defined, capitalised words and phrases shall have the meaning given to them in the circular to shareholders dated 14 July 2021 (the "Circular").

A copy of the results will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information please contact:

For Further Information

RTW Investments, LP +1 (646) 597 6980Stephanie Sirota, Chief Business Officer

Alexandra Taracanova, PhD, Director of Investor Relations

Julia Enright, Senior Business Development Associate

Elysium Fund Management Limited +44 (0) 14 8181 0100

Joanna Duquemin Nicolle, Chief Executive Officer

Sadie Morrison, Managing Director

J.P. Morgan Cazenove +44 (0)20 7742 4000

William Simmonds / Jérémie Birnbaum (Corporate Finance)

James Bouverat / Liam MacDonald-Raggett (Sales)

Barclays +44 (0)20 7623 2323

Tom Swerling

Andrew Tusa

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 healthcare-focused entrepreneurial investment firm with deep scientific expertise and a strong track record of supporting companies developing life-changing therapies.

Resolution 1

IT IS HEREBY RESOLVED THAT, subject to the passing of Resolution 2:

(A) the Company be and is hereby authorised to implement the Proposals described in the Circular;

(B) conditional upon Admission, the articles of incorporation produced to the Extraordinary General Meeting and, for the purposes of identification, initialled by the Chairman (the "New Articles"), be adopted, with effect from conclusion of the Extraordinary General Meeting, as the new articles of incorporation of the Company in substitution for, and to the exclusion, in their entirety, of, the Existing Articles; and

(C) conditional upon adoption of the New Articles, the directors of the Company be granted a general authority to issue, without regard to the pre-emption rights contained in the New Articles, up to 1 billion Ordinary Shares (as defined in the New Articles), such authority to expire at the end of the period concluding immediately prior to the annual general meeting of the Company to be held in 2026 (or, if earlier, five years from the date of passing of this resolution), provided that the Company may not issue Ordinary Shares on a non-pre-emptive basis pursuant to this resolution for cash at a price below the net asset value per Ordinary Share.

Resolution 2

IT IS HEREBY RESOLVED THAT the waiver granted by the Panel of the obligation which may otherwise arise pursuant to Rule 9 of the Takeover Code, for the Trustee (acting on behalf of the Purpose Trust) to make a general offer to the Shareholders of the Company for all of the issued share capital of the Company as a result of the issue by the Company of the Special Voting Share to the Trustee (acting on behalf of the Purpose Trust), as more fully described in the Circular, be and is hereby approved.

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution. Percentages are expressed as a proportion of total votes cast (which does not include votes withheld)

Resolution 1 was passed as a special resolution and Resolution 2 was passed as an ordinary resolution. The Directors did not vote on Resolution 2.

Following the passing of Resolution 2, being the Resolution approving the Rule 9 Waiver, with effect from the issuance of the Special Voting Share to the Trustee (which is conditional on Admission), the Trustee (acting on behalf of the Purpose Trust) will be interested in more than 50 per cent. of the voting rights in the Company with respect to Independent Director Resolutions.