Freeline update on IPO

• 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.”

[1] Exchange rates as at 6 August 2020

[2] See footnote 1

[3] Fully diluted

[4] Shareholding valued at IPO price; exchange rates as at 6 August 2020

[5] See footnote 1

[6] See footnote 3

[7] See footnote 3

[8] See footnote 1