Syncona Regulatory News (SYNC)

Syncona Limited

Freeline update on IPO

7 August 2020

· Freeline is focused on developing gene therapies for chronic systemic diseases to offer patients substantial benefits over the existing standards of care

· Freeline announces the pricing of its initial public offering at a price of $18 per ADS for total gross proceeds of approximately $158.8 million (£120.8 million[1])

· Syncona invests $24.3 million (£18.5 million[2]) in IPO and remains Freeline's largest investor, with a 49 per cent[3] holding in the business

· Syncona's total shareholding following the IPO valued at £257.7 million, including an increase in the value of its current shareholding of £57.7 million (8.6p per share)[4]

Syncona Ltd, a leading healthcare company focused on investing in and building global leaders in life science, notes that its portfolio company Freeline Therapeutics Holdings plc ("Freeline") has today announced the pricing of its initial public offering ("IPO") in the United States of 8,823,529 American Depositary Shares ("ADSs"), at an initial public offering price of $18 per ADS for total gross proceeds of approximately $158.8 million (£120.8 million[5]). All ADSs sold in the IPO were offered by Freeline. Each ADS represents one ordinary share of Freeline. The ADSs are expected to begin trading on The Nasdaq Global Select Market on 7 August, 2020 under the ticker symbol "FRLN."

Following the IPO, Syncona will retain a stake of 49 per cent[6] in Freeline (amounting to 18,814,527 ordinary shares), with a total value of £257.7 million[7], having agreed to invest $24.3 million (£18.5 million[8]) in the IPO. This includes an increase in the value of its current shareholding of £57.7 million (compared to the 30 June 2020 reported value of £181.5 million).

Chris Hollowood, CIO of Syncona Investment Management Limited, said: "In the five years since Syncona founded Freeline, the company has brought multiple programmes to the clinic, with a cutting-edge manufacturing platform and expert management team. Today's milestone is a significant achievement for the business, and we look forward to continuing to work in close partnership with the management team as it looks to realise its ambition to deliver treatments to patients."

This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

A registration statement relating to these securities became effective on August [6], 2020. The securities referred to in this announcement are to be offered only by means of a prospectus. When available, copies of the final prospectus can be obtained from any of the joint book-running managers for the offering: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department, by telephone at (866) 718-1649 or by emailing prospectus@morganstanley.com; or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, NY 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com.

 [ENDS]

Enquiries

Syncona Ltd

Annabel Clay

Tel: +44 (0) 20 3981 7940

FTI Consulting

Ben Atwell / Natalie Garland-Collins / Tim Stamper

Tel: +44 (0) 20 3727 1000

Forward-looking statements - this announcement contains certain forward-looking statements with respect to the portfolio of investments of Syncona Limited. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. In particular, many companies in the Syncona Limited portfolio are conducting scientific research and clinical trials where the outcome is inherently uncertain and there is significant risk of negative results or adverse events arising. In addition, many companies in the Syncona Limited portfolio have yet to commercialise a product and their ability to do so may be affected by operational, commercial and other risks.

About Syncona

Syncona is a leading FTSE250 healthcare company focused on founding, building and funding a portfolio of global leaders in life science. Our vision is to build a sustainable, diverse portfolio of 15 - 20 companies focused on delivering transformational treatments to patients in truly innovative areas of healthcare, through which we are seeking to deliver strong risk-adjusted returns for shareholders.

We seek to partner with the best, brightest and most ambitious minds in science to build globally competitive businesses. We take a long-term view, underpinned by a strategic capital base which provides us with control and flexibility over the management of our portfolio. We focus on delivering dramatic efficacy for patients in areas of high unmet need.

About Freeline

Freeline is a clinical-stage biotechnology company focused on AAV-based gene therapy targeting the liver.