Abzena : Results of Court Meeting and General Meeting

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

2 October 2018

RECOMMENDED CASH ACQUISITION

of

Abzena plc

by

Astro BidCo Limited

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

Results of Court Meeting and General Meeting held on 2 October 2018

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').

The Board of Abzena is pleased to announce that, at the Court Meeting and the General Meeting convened in relation to the proposed Scheme and held earlier today, all resolutions proposed, details of which are set out in the notices of the Meetings contained in the scheme document dated 10 September 2018 (the 'Scheme Document'), were passed by the requisite majorities and accordingly the Scheme was approved.

A majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders approved the Scheme at the Court Meeting.

Abzena Shareholders voted to pass the special resolution in connection with, amongst other things, the amendment of the Company's articles of association and authorised the directors of Abzena (or a duly authorised committee of the directors) to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect, at the General Meeting.

A summary of the voting results is set out below.

Capitalised terms used but not otherwise defined in this announcement (the 'Announcement') have the meanings given to them in the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy was entitled to one vote per Scheme Share held at the Voting Record Time.

	Votes For	For %	Votes Against	Against %
No. of Scheme Shares voted	181,577,666	99.72	511,522	0.28
No. of Scheme Shareholders who voted	47	94	3	6
No. of Scheme Shares voted as a percentage of the total number of Scheme Shares	N/A	84.8	N/A	0.24

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting. Each Abzena Shareholder, present in person or by proxy, was entitled to one vote per Abzena Share held at the Voting Record Time.

Special Resolution	No. of Votes For	For %	No. of Votes Against	Against %	Total No. of Votes	Withheld (number)**
Approval of the amendment to the Company's articles of association and authorisation of the directors of Abzena (or a duly authorised committee of the directors) to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect	184,088,809	99.9	263,430	0.1	184,352,239	N/A

**A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes 'For' and 'Against' the resolution concerned. Any proxy appointments which gave discretion to the Chairman have been included in the vote 'For' total.

The total number of Abzena Shares in issue at the Voting Record Time was 214,220,399.

Effective Date and Timetable

The Scheme remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions set out in the Scheme Document, including the Court's sanction of the Scheme at the Court Hearing, which is expected to be held on 10 October 2018 and the delivery of a copy of the Court Order to the Registrar of Companies.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 9 of the Scheme Document.

On the basis of the current timetable for the Scheme, the Scheme is expected to become effective on 11 October 2018 (the 'Effective Date'). The last day of dealings in, and for registration of transfers of, Abzena Shares will be 10 October 2018 with all dealings in Abzena Shares being suspended at 7.30 a.m. on 11 October 2018. At 7.00 a.m. on 12 October 2018, the admission of Abzena Shares to trading on AIM is expected to be cancelled.

It is intended that 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.

END

Enquiries:

Abzena plc Ken Cunningham (Chairman) John Burt(Chief Executive Officer)	[phone]
BidCo and WCAS Jonathan M. Rather	[phone]
N+1 Singer (financial adviser 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 financial 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.

The Acquisition is being made solely through the Scheme Document (unless BidCo elects, with the consent of the Panel, to implement the Acquisition by way of Takeover Offer), which contains the full terms and conditions of the Acquisition, including details of how to vote at the Meetings in respect of the Acquisition. Any vote in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. Abzena Shareholders are advised to read the Scheme Document carefully.

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.In particular, the ability of persons who are not resident in the United Kingdom to vote their Abzena Shares with respect to the Scheme at the Court Meeting or the General Meeting, or to execute and deliver forms of proxy appointing another person to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.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.

Unless otherwise determined by BidCo or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Notice to US holders of Abzena Shares

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, BidCo exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend such Takeover Offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Abzena Shares to enforce their rights and any claim arising out of the US federal laws, since Abzena and BidCo are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Abzena Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Neither the SEC nor any securities commission of any state of the United States has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, BidCo or its nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Abzena Shares outside the United States, other than pursuant to the Acquisition, until the date on which the Takeover Offer and/or Scheme becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. Nothing in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Abzena, the Abzena Group, BidCo or the Wider BidCo Group except where otherwise stated.

Publication on website and availability of hard copies

A copy of this Announcement, the Scheme Document and the other documents in connection with the Acquisition required to be published pursuant to Rule 26 of the Code 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.

Disclosure requirements of the Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will normally be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.