Re Proposed Fundraising

RNS Number : 8685X
Oxford Biomedica PLC
13 December 2010
 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

 

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing and Placing and Open Offer or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this announcement except SOLELY on the basis of information in the prospectus expected to be published in due course. Copies of the prospectus will, following publication, be available from Oxford BioMedica's head office at Medawar Centre, Robert Robinson Avenue, The Oxford SCIENCE Park, Oxford, OX4 4GA

 

 

OXFORD BIOMEDICA plc

Proposed Firm Placing and Placing and Open Offer of £20 million fully underwritten by Singer Capital Markets Limited

 

Oxford BioMedica plc ("Oxford BioMedica" or the "Company") (LSE: OXB:L) a biopharmaceutical company developing gene-based medicines and therapeutic vaccines, is pleased to confirm a proposed share issue to raise approximately £20 million (£18.4 million net of expenses) by way of a firm placing of 278,916,543 new ordinary shares of 1 pence each (the "New Ordinary Shares") (the "Firm Placing") and a placing and open offer of 121,083,457 New Ordinary Shares (the "Placing and Open Offer)" at a price of 5 pence per New Ordinary Share.  The Firm Placing and Placing and Open Offer is being fully underwritten by Singer Capital Markets Limited ("Singer Capital Markets"), subject to certain conditions.

 

Qualifying Shareholders can subscribe for Open Offer Shares pro rata to their existing shareholding on the basis of 2 Open Offer Shares for every 9 Existing Ordinary Shares held.

 

The prospectus (the "Prospectus") relating to the Firm Placing and Placing and Open Offer will be posted to shareholders (other than certain shareholders in certain overseas jurisdictions) shortly.  The Prospectus contains a notice of general meeting to approve, inter alia, the Firm Placing and the Placing and Open Offer which will be held at 10.00 a.m. on 7 January 2011 at the offices of Morrison & Foerster (UK) LLP at CityPoint, One Ropemaker Street, London, EC2Y 9AW.

 

When posted, copies of the Prospectus will be submitted to the UKLA's National Storage Mechanism and will be available for inspection at www.hemscott.com.

 

In addition, the Prospectus will be available to view on the Company's website (www.oxfordbiomedica.co.uk).  Copies of the Prospectus will be also available from the offices of Oxford BioMedica plc, Medawar Centre, Robert Robinson Avenue, The Oxford Science Park, Oxford, OX4 4GA and at the offices of Morrison & Foerster (UK) LLP, CityPoint, One Ropemaker Street, London EC2Y 9AW.

 

For further information, please contact:


Oxford BioMedica plc:

John Dawson, Chief Executive Officer

Andrew Wood, Chief Financial Officer

Lara Mott, Head of Corporate Communications

Tel: +44 (0)1865 783 000



Singer Capital Markets Limited

Shaun Dobson/ Claes Spång

Tel: +44 (0)20 3205 7500

 

Media/Financial Enquiries:

Emma Thompson/Rob Newman/Amber Bielecka

M:Communications

 

Tel: +44 (0)20 7920 2345

 

 

US Enquiries:

Simon Harnest

The Trout Group LLC

 

Tel: +1 (646) 378 2900

 

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada or Japan or any jurisdiction into which the publication or distribution would be unlawful.

 

This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada or Japan or any jurisdiction in which such offer or solicitation would be unlawful.  Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.  The securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The securities are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.  No public offering of the shares referred to in this announcement is being made in the United States, Australia, Canada or Japan or any jurisdiction in which such public offering would be unlawful.

 

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS:

 

This announcement may contain forward-looking statements that reflect the Group's current expectations regarding future events, including the clinical development and regulatory clearance of the Group's products, the Group's ability to find partners for the development and commercialisation of its products, the business of the Company, and management plans and objectives. The Company considers any statements that are not historical facts as "forward-looking statements". Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors, including the success of the Group's research strategies, the applicability of the discoveries made therein, the successful and timely completion of pre-clinical and clinical studies with respect to the Group's products, the uncertainties related to the regulatory process, the ability of the Group to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of products, as well as the achievement of expected synergies from such transactions, the acceptance of products by consumers and medical professionals, the successful integration of completed mergers and acquisitions and achievement of expected synergies from such transactions, the ability of the Group to identify and consummate suitable strategic and business combination transactions and the risks described in the Risk Factors set out in the Prospectus.

 

When used in this announcement the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should" and similar expressions, as they relate to Oxford BioMedica or the management of the Group, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.  Neither Oxford BioMedica nor any other member of the Group undertakes any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the Listing Rules, Prospectus Rules, Disclosure and Transparency Rules and other regulations.

 

No person has been authorised to give any information or make any representations in relation to the Oxford BioMedica Group or the Firm Placing and Placing and Open Offer other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been so authorised. Investors and Shareholders should note that the contents of these paragraphs relating to forward-looking statements are not intended to qualify the statements made as to sufficiency of working capital in this announcement.

 

Introduction

The Company announces a proposed share issue to raise gross proceeds of £20 million (approximately £18.4 million net of expenses) by the issue of 400,000,000 New Ordinary Shares through the Firm Placing and Placing and Open Offer at 5 pence per New Ordinary Share.  278,916,543 New Ordinary Shares will be issued through the Firm Placing and 121,083,457 New Ordinary Shares will be issued through the Placing and Open Offer.

 

The Offer Price of 5 pence represents a 37.5 per cent. discount to the Closing Price of 8 pence per Ordinary Share on 10 December 2010 (being the last Business Day prior to the date of the announcement of the Firm Placing and Placing and Open Offer).

 

The Firm Placing and Placing and Open Offer is conditional on the satisfaction of customary placing conditions set out in a Placing Agreement between the Company and Singer Capital Markets and on the passing of the Resolutions to be proposed at the General Meeting to be held at the offices of Morrison & Foerster (UK) LLP, CityPoint, One Ropemaker Street, London, EC2Y 9AW at 10.00 a.m. on 07 January 2011. The notice convening the General Meeting is set out at the end of the Prospectus.

 

The purpose of the Prospectus is to provide Shareholders with details of the Firm Placing and Placing and Open Offer and the Related Party Transactions, to explain why the Board considers that the Firm Placing and Placing and Open Offer, the Related Party Transactions and the Resolutions are fair and reasonable and in the best interests of Oxford BioMedica and the Shareholders as a whole and to explain why the Board unanimously recommends that Shareholders, to the extent they are permitted by the Listing Rules, vote in favour of Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings. Pursuant to the requirements of Chapter 11 of the Listing Rules, M&G Investment Management and Cubana Investments, as Related Parties, will abstain, and have undertaken to take all reasonable steps to ensure that their associates will abstain, from voting on the Related Party Resolutions relating to their respective Related Party Transactions at the General Meeting.

 

Background to and rationale for the Firm Placing and Placing and Open Offer

Oxford BioMedica has developed a number of proprietary gene-based products and technologies. The Directors believe that the most advanced and potentially valuable of these are ProSavin® for Parkinson's disease, the four ocular products being developed in partnership with sanofi-aventis and TroVax®, a cancer vaccine that is now back in clinical development following the demonstration of clear patient benefit in the subset analyses from the Phase III TRIST study. These programmes are expected to deliver a number of key clinical results during the period of mid-2011 to mid-2013 and, if favourable, are expected to trigger milestone payments from sanofi-aventis for the ocular products and to crystallise licensing agreements with partners for ProSavin® and TroVax®. In all, during this period, there are at least six potential revenue generating opportunities that could move Oxford BioMedica significantly towards its goal of becoming a profitable and sustainable biopharmaceutical company. The terms of the sanofi-aventis ocular agreement are consistent with other deals of similar size and scope. This is therefore a particularly promising time for the Company in terms of achievement, news flow and creation of Shareholder value.

 

However, the current balance sheet contains only sufficient cash to maintain operations at their current level and to fund the present programmes until early 2012. This means that not only is there a fundamental issue of the Company not being able to reach most of the clinical data and potential revenue points but also, as time goes on, the Company will be in an increasingly weak negotiating position with potential partners.

 

The current Firm Placing and Placing and Open Offer addresses these issues by securing funds that provide working capital to enable the Company to reach the key anticipated clinical development results and potential consequent payments and deals.  The stronger balance sheet will also strengthen the Company's position when negotiating those deals.  In addition, funds will be used to invest in manufacturing infrastructure for the five LentiVector® products that are expected to be in clinical development by the end of 2011 (ProSavin® and the ocular products).  This investment must be made now to ensure that there are no delays in progressing these products into Phase III pivotal studies and onto the market.  In addition, the Company having control of its own manufacturing facility may increase revenue, as lucrative supply contracts may be agreed with partners in addition to the normal upfront, milestone and royalty payments.

 

The Company has an option, pending the success of the Firm Placing and Placing and Open Offer, to acquire an already built UK facility that is available at a fraction of the cost of a new build. Finally, funds are required to progress ProSavin® into Phase II studies without dependence on a partner, but while still seeking a partner. This will ensure that there is no delay in the development of the product and it will also provide further strength of position in deal negotiations.

 

In short, the Firm Placing and Placing and Open Offer provides the Company with resources to generate significant Shareholder value through at least six commercial opportunities and to invest in infrastructure and development that directly underpins those opportunities.

 

Strategy of Oxford BioMedica

Oxford BioMedica's strategy is to develop its leading products to the point where optimum Shareholder value can be realised. This optimum is a balance between revenue returns and risk.

Historically the Company has been successful in pursuing this strategy with major deals having been achieved with Rhone-Poulenc-Rorer, Wyeth (now Pfizer), sanofi-aventis with TroVax® and again sanofi-aventis with the ocular programme. In addition, the Company has secured 13 technology licensing contracts since its inception.  Funding from commercial partners and grant income of £83 million pounds has been earned by the Company over the last 12 years.  Approximately £78 million of this has arisen since the last major issue of shares to raise funds for the Group in December 2005.

 

Where possible, the Company will also leverage its technology and products through non-dilutive funding mechanisms such as grants and collaborations with academic and clinical groups.

 

The overall target of the Company is to attain sustainable profitability.  The current goal of securing funds by the Firm Placing and Placing and Open Offer to reach key value inflection points is a major part of that strategy.  In addition the Company will continue to evaluate corporate transactions that could accelerate profitability and expand commercial opportunities.

 




Use of Proceeds

The Directors expect to use approximately £8.2 million of the net proceeds from the Firm Placing and Placing and Open Offer to advance the development of ProSavin® into a Phase II clinical trial; approximately £5.4 million to acquire, commission and run a manufacturing facility for its gene therapy products; and approximately £4.8 million to fund ongoing business operations and to strengthen the balance sheet.

 

Principal Terms of the Firm Placing and Placing and Open Offer

Oxford BioMedica plc proposes to issue 400,000,000 New Ordinary Shares through the Firm Placing and Placing and Open Offer at 5 pence per New Ordinary Share to raise gross proceeds of £20 million.

 

Firm Placing

The Firm Placees have agreed to subscribe for 278,916,543 New Ordinary Shares at the Offer Price (representing gross proceeds of £13.9 million). The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer.

 

Placing and Open Offer

Qualifying Shareholders are being given the opportunity to subscribe for New Ordinary Shares pro rata to their existing shareholdings at the Offer Price on the basis of:

 

2 New Ordinary Shares for every 9 Existing Ordinary Shares

 

held and registered in their name at the Record Date.

 

Qualifying Shareholders may apply for any whole number of New Ordinary Shares.  Excess applications will be satisfied only to the extent that corresponding applications by other Qualifying Shareholders are not made or are made for less than their pro rata entitlements.  If there is an oversubscription resulting from excess applications, allocations in respect of such excess applications will be scaled down according to the Directors' discretion.

 

Under the Placing and Open Offer, Oxford BioMedica plc proposes to issue 121,083,457 New Ordinary Shares at the Offer Price (representing gross proceeds of £6.1 million) to be made available pursuant to the Open Offer.

 

Singer Capital Markets, as agents for Oxford BioMedica plc, have placed the Open Offer Shares conditionally with existing Shareholders and other institutional investors at the Offer Price, subject to clawback to satisfy valid applications in respect of Open Offer Entitlements from Qualifying Shareholders or excess applications pursuant to the Excess Application Facility.

 

The Offer Price of 5 pence per New Ordinary Share represents a 37.5 per cent. discount to the Closing Price of an Existing Ordinary Share of 8 pence on 10 December 2010 (being the latest practicable date prior to the publication of this announcement).

 

The Firm Placing and Placing and Open Offer is being fully underwritten by Singer Capital Markets Limited subject to certain conditions set out in the Placing Agreement.

 

The New Ordinary Shares, when issued and fully paid, will rank in full for all dividends or other distributions declared, made or paid after Admission and in all other respects will rank pari passu with the Existing Ordinary Shares.  Application has been made for the New Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities.  It is expected that Admission will become effective on 10 January 2011 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day.

 




Effect of the Firm Placing and Placing and Open Offer

Upon Admission and assuming no further exercise of options under the Share Schemes, the Enlarged Share Capital is expected to be 944,875,557 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 42.3per cent. of the Company's Enlarged Share Capital. New Ordinary Shares issued through the Firm Placing will represent 29.5 per cent. of the Enlarged Share Capital and New Ordinary Shares issued through the Placing and Open Offer will represent 12.8 per cent. of the Enlarged Share Capital.

 

Following the issue of the New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer, Qualifying Shareholders who do not take up any of their Open Offer Entitlements will suffer a dilution of approximately 42.3 per cent. to their interests in the Company.  If a Qualifying Shareholder takes up his Open Offer Entitlement in full he will suffer a dilution of 29.5 per cent. to his interest in the Company.

 

Working Capital

The Company is of the opinion that, taking into account existing cash balances and the net proceeds of the Firm Placing and Placing and Open Offer receivable by the Company, the Group has sufficient working capital for its present requirements, that is at least 12 months following the publication of the Prospectus.

 

Importance of vote

If the Resolutions are not approved and the Firm Placing and Placing and Open Offer fails to proceed then the Group will only have sufficient financial resources to fund its business into early 2012 based on current business plans. In the event that the Firm Placing and Placing and Open Offer fails to proceed, the Directors will curtail all appropriate discretionary spend and will immediately endeavour to raise further funds by:

 

• seeking to partner programmes that are not already partnered;

 

• monetising existing partnerships; and

 

• taking up alternative financing vehicles that may be on terms less attractive to Shareholders than the Firm Placing and Placing and Open Offer.

 

Although these actions are realistically available to the Company, the outcome of each lies outside of the control of the Company and, as a result, the Directors cannot be confident that any will be successful.

 

Accordingly, it is very important that Shareholders vote in favour of the Resolutions in order that the Firm Placing and Placing and Open Offer can proceed.

 

Current Trading and Prospects

The unaudited interim results for the six months ended 30 June 2010 were released on 24 August 2010. Since 30 June 2010 the Company's programmes have progressed in line with expectations.

 

On 18 August 2010 the Company announced a licensing agreement with Emergent Product Development Germany GmBH ('Emergent') granting Emergent non-exclusive rights to Oxford BioMedica plc's Hi8® Prime-Boost technology patents and poxvirus patents for the development and commercialisation of vaccines and therapeutics targeting eight infectious diseases, including tuberculosis.  An upfront licensing fee of US$1 million was payable, with potential future milestone payments up to US$20.4 million and undisclosed royalties on sales.

 

On 29 October 2010 the Company issued an interim management statement.  The Company's net cash balance at 30 June 2010 was £16.3 million and as at 30 September 2010 the Company had a net cash balance of £13.7 million.  Both figures are unaudited.

 

The Company's strategy is to commercialise the current pipeline through partnering deals, and where and when possible, to acquire additional late-stage or marketed products to add to the product portfolio. Regarding partnering deals, it would be the Company's intention to secure partnerships following clinical proof of principle. The terms of such deals would be expected to include upfront and milestone payments, the partial or complete funding of ongoing development costs, and ultimately royalties on sales. Where sufficiently attractive terms are available the Directors would consider deals at an earlier stage, such as the deal in 2009 with sanofi-aventis for ocular gene therapy products.

 

Dividend Policy

At present, it is intended that no dividends will be paid by Oxford BioMedica plc. Even if future operations lead to significant levels of distributable profits, any earnings, of which there can be no assurance, will be reinvested in Oxford BioMedica plc's business and no dividends are expected to be paid in the foreseeable future.

 

Related party transactions

As part of the Firm Placing, the Directors propose to allot 35,000,000 New Ordinary Shares at the Offer Price, representing approximately 3.7 per cent. of the Company's Enlarged Share Capital (assuming that all of the Open Offer Entitlements are taken up by Qualifying Shareholders) to M&G Investment Management and to allot 46,200,000 New Ordinary Shares at the Offer Price, representing approximately 4.9 per cent. of the Company's Enlarged Share Capital (assuming that all of the Open Offer Entitlements are taken up by Qualifying Shareholders) to Cubana Investments.  Under the Placing, the Directors propose to allot 15,000,000 New Ordinary Shares at the Offer Price, representing approximately 1.6 per cent. of the Company's Enlarged Share Capital (assuming the maximum shares are issued under the Placing) to M&G Investment Management and to allot 19,800,000 New Ordinary Shares at the Offer Price, representing approximately 2.1 per cent. of the Enlarged Share Capital (assuming the maximum number of shares are issued under the Placing) to Cubana Investments.  The proposed allotment of the New Ordinary Shares to M&G Investment Management and Cubana Investments constitute "related party transactions" for the purpose of Chapter 11 of the Listing Rules as a result of M&G Investment Management and Cubana Investments each being a "substantial shareholder" as defined by the Listing Rules.  As at the date of this document, M&G Investment Management holds 12.43 per cent. of the Company's issued share capital and Cubana Investments holds 10.99 per cent. of the Company's issued share capital.

 

The Company is required by Chapter 11 of the Listings Rules to seek Shareholder approval for any "related party transaction" which it proposes to enter into.  The Resolutions set out in the Notice of General Meeting request, inter alia, the approval of Shareholders for the Related Party Transactions between the Company and M&G Investment Management and the Company and Cubana Investments.

 

Pursuant to the requirements of Chapter 11 of the Listing Rules, M&G Investment Management as a Related Party will not vote on the Resolution approving its Related Party Transaction with the Company and it has undertaken to take all reasonable steps to ensure that its associates will not do so either. Equally, Cubana Investments as a Related Party will not vote on the Resolution  approving its Related Party Transaction with the Company and it has undertaken to take all reasonable steps to ensure that its associates will not do so either.

 

The Directors hold 15,262,216 Existing Ordinary Shares representing approximately 2.80 per cent of the existing issued ordinary share capital of the Company in aggregate.  All of the Directors have subscribed for shares in the Firm Placing, amounting to 2,980,000 New Ordinary Shares in aggregate.  Immediately following Admission, the Directors' holdings, in aggregate, are expected to represent 1.93 per cent of the issued Ordinary Shares of the Company.

 




Admission, Dealings and Settlement

The New Ordinary Shares will, when issued, rank in full for dividends and other distributions and otherwise pari passu in all respects with the Existing Ordinary Shares.

 

Applications will be made to the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and dealings will commence in the New Ordinary Shares at 8.00 a.m. (London time) on 10 January 2011.

 

General Meeting

The Company is required to obtain certain Shareholder approvals in connection with the Firm Placing and Placing and Open Offer and a general meeting of the Company will be held at the offices of Morrison & Foerster (UK) LLP, CityPoint, One Ropemaker Street, London, EC2Y 9AW at 10.00a.m. on 07 January 2011.

 

Expected timetable of principal events

Each of the times and dates below is indicative only and may be subject to change.

 

Record Date for entitlements under the Open Offer

close of business on 10 December 2010

Ex-entitlement date

8.00 a.m. on 14 December 2010

Despatch of Prospectus, Application Forms and Forms of Proxy

13 December 2010

Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders

8.00 a.m. 15 December 2010

Latest recommended date for requested withdrawal of Open Offer Entitlements from CREST

4.30 p.m. on 30 December 2010

Latest recommended date for depositing of Open Offer Entitlements and Excess Open Offer Entitlements from CREST

              

3.00 p.m. on 31 December 2010

Latest time and date for splitting Application Forms (to satisfy bona fide market claims)

3.00 p.m. on 04 January 2011

Latest time and date for receipt of Forms of Proxy and electronic proxy appointments via the CREST system

 

10.00 a.m. on 05 January 2011

Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)

 

11.00 a.m. on 06 January 2011

Results of the Firm Placing and Placing and Open Offer announced through an RIS 07 January 2011 General Meeting

 

10.00 a.m. on 07 January 2011

Admission and commencement of dealings in the New Ordinary Shares expected to commence

 

8.00 a.m. on 10 January 2011

CREST stock accounts expected to be credited for the New Ordinary Shares 8.00 a.m. on 10 January 2011

 

8.00 a.m. on 10 January 2011

Share certificates for New Ordinary Shares expected to be despatched

 

within 7 days of admission

Definitions

 

"Admission"

the admission of the New Ordinary Shares (i) to the Official List and (ii) to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with, respectively, LR 3.2.7G of the Listing Rules and paragraph 2.1 of the Admission and Disclosure Standards

 

"Admission and Disclosure Standards"

the requirements contained in the publication "Admission and Disclosure Standards" dated 1 November 2007 containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities

 

"Application Form"

the personalised application form which accompanies this document for Qualifying non-CREST Shareholders for use in connection with the Open Offer

 

"Business Day"

a day (excluding Saturdays and Sundays or public holidays in England and Wales) on which banks generally are open for business in London for the transaction of normal banking business

 

"certificated or in certificated form"

 

where a share or other security is not in uncertificated form

"Closing Price"

the closing middle market quotation of an Existing Ordinary Share as derived from the daily official list published by the London Stock Exchange

 

"Company" or "Oxford BioMedica"

Oxford BioMedica plc, registered in England and Wales under number 3252665

 

"CREST"

the relevant system, as defined in the CREST Regulations (in respect of which Euroclear is operator as defined in the CREST Regulations)

 

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended

 

"Disclosure and Transparency Rules"

the disclosure and transparency rules made by the Financial Services Authority in exercise of its functions as competent authority pursuant to Part VI of FSMA

 

"Enlarged Share Capital"

the issued ordinary share capital of the Company following the Firm Placing and Placing and Open Offer

 

"Excess Application Facility"

the facility for Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlements

 

"Excess Open Offer Entitlements"

in respect of each Qualifying CREST Shareholder who has taken up his Open Offer Entitlement in full, the entitlement (in addition to the Open Offer Entitlement) to apply for Excess Shares up to the number of Open Offer Shares credited to his stock account in CREST pursuant to the Excess Application Facility, which may be subject to scaling down according to the Directors' discretion

 

"Excess Shares"

Open Offer Shares which may be applied for in addition to Open Offer Entitlements

 

"Existing Ordinary Shares"

the 544,875,557 existing ordinary shares of 1 pence each in nominal value in the capital of the Company as at the date of this document

 

"Firm Placees"

any person who have agreed or shall agree to subscribe for Firm Placed Shares pursuant to the Firm Placing

 

"Firm Placed Shares"

the 278,916,543 New Ordinary Shares which the Company is proposing to issue pursuant to the Firm Placing

 

"Firm Placing"

the subscription by Firm Placees for the Firm Placed Shares

 

"Form of Proxy"

the form of proxy accompanying this document for use in connection with the General Meeting

 

"FSMA"

the Financial Services and Markets Act 2000 (as amended) and all regulations promulgated thereunder from time to time

 

"General Meeting"

the General Meeting of the Company convened for the purpose of passing the Resolutions, to be held on 07 January 2011, including any adjournment thereof

 

"Group"

Oxford BioMedica and its subsidiaries at the date of this announcement

 

"Listing Rules"

the listing rules made by the FSA in exercise of its functions as competent authority pursuant to Part VI of FSMA

 

"London Stock Exchange"

 

London Stock Exchange plc

"New Ordinary Shares"

the 400,000,000 new Ordinary Shares of 1 pence each in nominal value in the capital of the Company issued in connection with the Firm Placing and Placing and Open Offer

 

"Non-CREST Shareholders"

 

Shareholders holding Ordinary Shares in certificated form

"Notice of General Meeting"

the notice of General Meeting set out at the end of the Prospectus

 

"Offer Price"

5 pence per New Ordinary Share

 

"Official List"

the Official List of the FSA

 

"Open Offer"

the conditional invitation to Qualifying Shareholders to apply for up to 121,083,457 New Ordinary Shares at the Offer Price on a pre-emptive basis

 

"Open Offer Entitlement"

the pro rata entitlement to subscribe for Open Offer Shares allocated to a Qualifying Shareholder pursuant to the Open Offer

 

"Open Offer Shares"

the 121,083,457 New Ordinary Shares for which Qualifying Shareholders are being invited to apply at the Offer Price to be issued pursuant to the terms of the Open Offer

 

"Ordinary Share"

ordinary shares of 1 pence each in the capital of the Company from time to time

 

"Overseas Shareholders"

Qualifying Shareholders who have registered addresses outside the United Kingdom

 

"Placing"

the conditional placing by Singer Capital Markets of the New Ordinary Shares, subject to clawback pursuant to the Open Offer, on behalf of the Company on the terms and subject to the conditions contained in the Placing Agreement

 

"Placing Agreement"

the sponsor and placing and open offer agreement dated 13 December 2010 between Singer Capital Markets and the Company relating to the Firm Placing and Placing and Open Offer, the principal terms of which are summarised in paragraph 10 of Part 7 of the Prospectus

 

"Placing Shares"

the 121,083,457 New Ordinary Shares for which placees are being invited to subscribe at the Offer Price pursuant to the Placing, subject to clawback to satisfy applications from Qualifying Shareholders under the Open Offer

 

"Prospectus Rules"

the prospectus rules made by the FSA in exercise of its functions as competent authority pursuant to Part VI of FSMA

 

"Qualifying CREST Shareholders"

Qualifying Shareholders whose Existing Ordinary Shares on or deemed to be on the register of members of the Company at the close of business on the Record Date are in uncertificated form

 

"Qualifying non-CREST Shareholders"

Qualifying Shareholders whose Existing Ordinary Shares on or  deemed to be on the register of members of the Company at the close of business on the Record Date are in certificated form

 

"Qualifying Shareholders"

holders of Existing Ordinary Shares on the register of members of the Company on the Record Date (other than certain Overseas Shareholders as described in Part 2 of the Prospectus)

 

"Record Date"

10 December 2010

 

"Regulatory Information Service"

a Regulatory Information Service that is approved by the FSA as meeting the Primary Information Provider criteria and that is on the list of Regulatory information Services maintained by the FSA

 

"Regulation S"

Regulation S under the Securities Act

 

"Related Party Transaction"

the proposed participation of each of M&G Investment Management and Cubana Investments in the Firm Placing and Placing

 

"Resolutions"

the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting

 

"Shareholder"

a holder of Existing Ordinary Share(s)

 

"Share Schemes"

The Oxford BioMedica 1996 (No. 1) Share Option Scheme, The Oxford BioMedica 2007 Share Option Scheme and Oxford BioMedica Long Term Incentive Plan

 

"Singer Capital Markets" or "Sponsor"

 

Singer Capital Markets Limited

"UK Listing Authority"

the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of FSMA

 

"uncertificated" or "in uncertificated form"

recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

 

"United Kingdom" or "UK"

 

the United Kingdom of Great Britain and Northern Ireland

"US", "USA" or "United States"

the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

 

Singer Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Oxford BioMedica in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than Oxford BioMedica for providing the protections afforded to clients of Singer Capital Markets Ltd nor for providing advice in relation to the Firm Placing and Placing and Open Offer or any other transaction or arrangement referred to in this announcement and, apart from the responsibilities and liabilities which may be imposed on Singer Capital Markets by the FSMA, Singer Capital Markets accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by it, or on its behalf, in connection with Oxford BioMedica or the Firm Placing and Placing and Open Offer. Singer Capital Markets accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this announcement or any such statement.

 

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied is, or will be made as to, or in relation to, and no responsibility or liability is, or will be, accepted by either Singer Capital Markets or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.  

 

Neither the content of Oxford BioMedica plc's website nor any website accessible by hyperlinks on Oxford BioMedica plc's website is incorporated in, or forms part of, this announcement.

 

The distribution of this announcement and the offering of the New Ordinary Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or Singer Capital Markets that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Singer Capital Markets to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.  

 

This announcement is for information only and does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities or investment advice in any jurisdiction.

 

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of Oxford BioMedica plc for the current or future financial years would necessarily match or exceed the historical published earnings per share of Oxford BioMedica plc.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 

END

 
 

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