Abzena : Court sanction of the scheme of arrangement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

10 October 2018

RECOMMENDED CASH ACQUISITION

of

Abzena plc

by

Astro BidCo Limited

A company wholly-owned by WCAS XII-Astro, L.P.

Court sanction of the scheme of arrangement

On 16 August 2018, the Boards of Abzena plc ('Abzena') and Astro BidCo Limited ('BidCo') announced that they had reached agreement on the terms of a recommended acquisition, pursuant to which BidCo will acquire the entire issued and to be issued share capital of Abzena (the 'Acquisition') to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme').

A scheme document sent or otherwise made available to shareholders of Abzena (the 'Scheme Document'), containing further information on the Scheme, was published on 10 September 2018. The Scheme and its implementation were approved on 2 October 2018 at the Court Meeting and the General Meeting.

The Board of Abzena is pleased to announce that, at a hearing held earlier today, the Scheme was sanctioned by the Court.

The Scheme remains subject to the delivery to the Registrar of Companies of the Court Order made at the Court Hearing to sanction the Scheme. The Scheme is expected to become effective on 11 October 2018 (the 'Effective Date') and a further announcement will be made at that time.

The last day and time for dealings in, and for registrations of transfers, of Abzena Shares is today, being 10 October 2018 at 6.00 p.m. (the 'Scheme Record Time'), and trading in the Abzena Shares on AIM will be suspended with effect from 7.30 a.m. on 11 October.

It is expected that, subject to the Scheme becoming effective, the cancellation of trading of the Abzena Shares on AIM will take place at 7.00 a.m. on 12 October 2018.

By 7.00 a.m. on the business day following the Effective Date, share certificates in respect of Abzena Shares will cease to be valid and entitlements to Abzena Shares held within the CREST system will be cancelled.

Capitalised terms in this announcement ('Announcement'), unless otherwise defined, have the same meanings as set out in the Scheme Document.

END

Enquiries:

Abzena plc Ken Cunningham (Chairman) John Burt(Chief Executive Officer)	[phone]
BidCo and WCAS Jonathan M. Rather	[phone]
N+1 Singer (Nominated adviser and broker to Abzena Plc) Aubrey Powell Ben Farrow	[phone]
Peel Hunt LLP (financial adviser to BidCo)	[phone]
Christopher Golden Michael Nicholson James Steel Oliver Jackson
Instinctif Partners Melanie Toyne Sewell Rozi Morris Alex Shaw	[phone]

IMPORTANT NOTICES

Nplus1 Singer Advisory LLP ('N+1 Singer'), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting solely for Abzena as Nominated adviser and broker in relation to the matters referred to in this Announcement and for no one else. N+1 Singer will not be responsible to anyone other than Abzena for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any arrangement referred to herein. N+1 Singer has given, and not withdrawn, its consent to the inclusion in this Announcement of the references to its name and the advice it has given to Abzena in the form and context in which they appear.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for WCAS, the WCAS Fund and BidCo and for no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than WCAS, the WCAS Fund and BidCo for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements.Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Neither this Announcement nor any of the documents relating to the Acquisition form or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange, the AIM Rules and the Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Further details in relation to Abzena Shareholders located in overseas jurisdictions are contained in the Scheme Document.

Publication on website and availability of hard copies

Pursuant to Rule 26.1 of the Code, a copy of this Announcement, will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Abzena's website at www.abzena.com by no later than 12 noon (London time) on the business day following the date of this Announcement. For the avoidance of doubt, neither the contents of such website nor the content of any website accessible from hyperlinks on such website is incorporated into, and do not form part of, this Announcement.

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement and/or any document incorporated by reference into this Announcement, free of charge. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be sent by the party which publishes it in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website publication, a hard copy of this Announcement will not be sent unless so requested, by contacting N+1 Singer, One Bartholomew Lane, London EC2N 2AX, or by telephone on 0207 496 3000 (from within the UK) or [phone] (from outside the UK). If requested, copies will be provided, free of charge, within 2 business days of the request.