OXFORD
BIOMEDICA PLC
Admission to the Official List
Placing to Raise £30 Million
and Open Offer to Raise up to £10 Million
Oxford,
UK - 12 March 2001: Oxford BioMedica plc (BioMedica), the
specialist in the development and application of gene-based
therapeutics using advanced gene delivery technologies, announced
today that it has applied to the UK Listing Authority for
the Company's 172,347,312 Existing Ordinary Shares and up
to 73,699,701 New Ordinary Shares, issued pursuant to the
Placing and the Open Offer, to be admitted to the Official
List and to trading on the London Stock Exchange. The Company
has been listed on the Alternative Investment Market since
December 1996.
The Company
is proposing to raise approximately £27 million net of expenses
by means of a Placing which has been fully underwritten by
N M Rothschild & Sons Limited (Rothschild) and Beeson Gregory
Limited (Beeson Gregory) jointly and up to approximately £10
million through an Open Offer. The Open Offer is not being
underwritten.
The proceeds
of the Placing and Open Offer will be used to continue to
strengthen the Company and to progress the candidate products
to a stage where they can generate significant revenues for
the Group.
Summary
- Admission
to the Official List and to trading on the London Stock
Exchange.
- Placing
to raise approximately £27 million (net of expenses) and
up to approximately £10 million through an Open Offer.
- The
Placing has been fully underwritten by Rothschild and Beeson
Gregory jointly.
- The
Directors intend to use the proceeds to increase the clinical
trial programme, continue to build alliances with major
pharmaceutical companies, further strengthen its intellectual
property position and establish a US operation.
- Admission
is expected to become effective and dealings in the Existing
Ordinary Shares and the New Ordinary Shares to commence
on Tuesday, 17 April 2001.
Commenting,
Alan Kingsman, Chief Executive of Oxford BioMedica, said:
"BioMedica's move to the Official List has been a
long held ambition for us and we are pleased to have achieved
this goal. Simultaneously, we have raised a substantial sum
for the development of the Company with respect to its product
pipeline, intellectual property and international presence.
It has been important to achieve these goals now in order
to take advantage of new commercial and corporate opportunities.
"We have been fully supported in this by a range of quality
UK and European institutions during a particularly difficult
time for the biotech sector. We believe that we have had a
very positive endorsement from investors, reflecting BioMedica's
growing standing in the biotech sector and its long term potential."
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EXTRACTS FROM THE LETTER TO SHAREHOLDERS
FROM THE CHAIRMAN OF OXFORD BIOMEDICA PLC
Introduction
The Board
of Oxford BioMedica announced today that it has applied to the
UK Listing Authority for the Company's 172,347,312 Existing
Ordinary Shares, and up to 73,699,701 New Ordinary Shares issued
pursuant to a Placing and an Open Offer, to be admitted to the
Official List and to trading on the London Stock Exchange. The
Company has been listed on the Alternative Investment Market
since December 1996.
The Company is proposing to raise approximately £27 million
net of expenses by means of a firm Placing which has been fully
underwritten by Rothschild and Beeson Gregory jointly and up
to approximately £10 million through an Open Offer. The
Open Offer is not being underwritten Information
on Oxford BioMedica BioMedica
specialises in the development and application of gene-based
therapeutics using advanced gene delivery technologies. The
Company has a broad portfolio of technologies including genes,
tumour antigens, viral vectors, targeted gene delivery and antibodies
which are protected by 54 patent families, including 9 in-licensed
patent families. BioMedica has a pipeline of product candidates
in research and development of which a gene therapy product,
MetXia®, for cancer and a gene-based immunotherapy
product, TroVax, for cancer are in Phase I/II clinical
trials.
BioMedica has a strategy to pursue the in-house development
of key products in the areas of cancer and neurodegenerative
disease, while simultaneously placing the same technology and
product components alongside those of collaborative partners,
who generally fund the research programme, to generate new product
opportunities. The formation of the Gene Discovery Division
in August 2000 has further enabled BioMedica to diversify its
revenue generation strategy by utilising its proprietary technology
to provide target validation systems and target identification
to the pharmaceutical industry.
During the past year, BioMedica has divided its operations into
three divisions: Gene Therapy, Gene-based Immunotherapy and
Gene Discovery.
Gene Therapy Division
BioMedica has development programmes and candidate products
in the therapeutic areas of cancer, neurobiology, cardiovascular
disease and HIV infection. The most advanced product currently
in development is MetXia® which is currently
in Phase I/II clinical trials for breast and ovarian cancer.
These trials are currently anticipated to be completed in Q4
2001. BioMedica also has a number of products in preclinical
development, being MetXia®-VM (in collaboration
with PolyMASC for cancer), MetXia®-MG (in collaboration
with IDM for cancer), ProSavin® (Parkinson's
disease), ImmStat® (AIDS/HIV) and an angiogenesis
programme (in collaboration with Aventis for cardiovascular
disease).
Gene-based Immunotherapy Division
BioMedica's current immunotherapy programmes are directed towards
cancer with TroVax as its lead product. TroVax is
currently in Phase I/II clinical trials for colorectal cancer,
which are anticipated to complete in Q2 2002. TroVax-VET
is also in preclinical development for veterinary cancer in
collaboration with Virbac, and under a collaboration agreement
with IDM BioMedica is in preclinical development of two further
candidate products in cancer (TroVax-DC and BetOvac®-MG).
BioMedica also has a number of additional projects currently
in the research phase including collaborations with Wyeth and
Nycomed Amersham.
Gene Discovery Division
The gene discovery programme utilises BioMedica's proprietary
gene transfer technology to provide the pharmaceutical industry
with what the Directors believe to be a novel gene hunting approach.
BioMedica is active in two main areas of gene discovery: Target
Validation (utilising the Company's LentiVector®
technology) and Target Identification (utilising the Company's
Smartomics technology). BioMedica has already attracted
two major pharmaceutical companies (Aventis and AstraZeneca)
who are collaborating with the Company in its target validation
programme. Summary
financial information Summary
financial information, extracted from the audited financial
information for the years ended 31 December 1999 and 2000 is
set out below: |
| |
|
| |
Year
ended 31 December |
| |
1999 |
2000 |
| |
£'000 |
£'000 |
|
| Turnover |
436 |
732 |
| Operating
loss |
(4,407) |
(5,936) |
| Loss
for the period |
(4,189) |
(5,002) |
| Loss
per ordinary share |
(3.0p) |
(3.1p) |
| Net
assets per ordinary share |
2.7p |
7.5p |
|
| Current
trading and prospects for Oxford BioMedica
Since 31 December 2000, trading has continued in line with
expectations and BioMedica has announced a number of commercial
agreements, with Wyeth (19 January 2001) under which Wyeth
gained exclusive development and world-wide marketing rights
to a BioMedica anti-cancer therapy and with the French Centre
for National Scientific Research and the University of Montpelier
(1 February 2001) that grants BioMedica exclusive access to
antibody technology developed by Dr. Marc Piechaczyk at the
University of Montpelier. BioMedica also recently announced
an agreement with King's College London under which BioMedica
gained exclusive use of a proprietary gene, RARß2, associated
with nerve regeneration. All these agreements are regarded
by the Company as having been entered into in the ordinary
course of business.
The agreement
with Wyeth is the most significant of the agreements entered
into by the Company since 31 December 2000 and has the potential
to generate up to $24 million in upfront and milestone payments
prior to the commencement of royalty payments. While the other
agreements have potential for a long term impact on the trading
prospects of the Company, they have had no material effect
on the Company since 31 December 2000.
The Directors
estimate that the funding requirements for the period of two
years from Admission will amount to approximately £28 million.
The Directors believe that such funding requirements can be
met from the Company's existing cash resources and from the
net proceeds of the Placing. As a consequence of continuing
investment in research and development, the Directors expect
the BioMedica group to continue making losses in 2001.
The Company
intends to spread the risk associated with product development
by pursuing a strategy that aims to develop a portfolio of
products and commercial interactions to satisfy a broad range
of markets for its products. BioMedica is developing a number
of key products in-house in the areas of cancer and neurodegenerative
diseases, while simultaneously placing the same technology
and product components alongside those of collaborative partners,
who it is anticipated will pay for all, or a significant part,
of the research and development programme, to generate new
product opportunities.
This strategy
is supported by the creation of BioMedica's Gene Discovery
Division in August 2000 to further diversify the Company's
revenue generation strategy by utilising its proprietary technology
to provide target validation systems and target identification
to the pharmaceutical industry. BioMedica has two products
in Phase I/II clinical trials, a further eight collaborative
arrangements for products in preclinical trials or research
and two major pharmaceutical customers for its target validation
programme.
Details
of the Placing and Open Offer
BioMedica proposes to raise approximately £27 million, net
of fees and expenses, by way of a firm Placing of 54,550,000
new Ordinary Shares at 55p per share and up to approximately
£10 million through an Open Offer of up to 19,149,701 new
Ordinary Shares at 55p per share.
Beeson
Gregory has agreed, as agent for BioMedica, to procure subscribers
or, failing which, Rothschild and Beeson Gregory have jointly
agreed to subscribe as principals at the Placing Price for
the New Ordinary Shares which are to be issued in connection
with the Placing.
Qualifying
Shareholders are invited by Rothschild (as agent for the Company)
to apply for as many Offer Shares (using a whole number) as
they wish under the Open Offer. In the event that the Company
receives valid applications under the Open Offer for more
than 19,149,701 Offer Shares in aggregate, applications by
Qualifying Shareholders will be satisfied in full up to their
guaranteed minimum pro rata entitlement, being:
|
| 1
Offer Share |
for
every 9 Existing Ordinary Shares |
|
| held
by them on the Record Date, and so in proportion to the number
of Existing Ordinary Shares then held. Application in excess
of a Qualifying Shareholder's basic entitlement will be satisfied
only to the extent that applications by other Qualifying Shareholders
are made for less than their guaranteed minimum pro rata
entitlements. Allocations of Offer Shares in respect of excess
applications will be made pro rata to the number of
excess shares applied for. Fractional entitlements to Offer
Shares will not be issued to Qualifying Shareholders and no
cash payment will be made in lieu of fractional entitlements.
Accordingly, the entitlements of Qualifying Shareholders will
be rounded down to the nearest whole number of Offer Shares.
The Open Offer is not being underwritten. However, any Offer
Shares not taken up by Qualifying Shareholders may be placed
by Beeson Gregory, as agent for the Company and for the benefit
of the Company, at a price per Ordinary Share no less than
the Placing Price.
Qualifying
Shareholders should be aware that the Open Offer is not a
rights issue and that Offer Shares not applied for under the
Open Offer will not be sold in the market for the benefit
of Qualifying Shareholders who do not apply for then under
the Open Offer. Application forms are personal to shareholders
and may not be transferred except to satisfy bona fide market
claims.
The Placing
and the Open Offer are both conditional upon approval by Shareholders
and Admission by no later than 17 April 2001, or such later
date (being no later than 1 May 2001) as Rothschild may decide.
Use
of Proceeds
The net proceeds of the Placing and the Open Offer will be
used to continue to strengthen the Company and to progress
the candidate products to a stage where they can generate
signifcant revenues for the Group. The Directors intend to:
- Develop
the Company's product pipeline by increasing the Company's
clinical trial programme;
- Increase
the resources that are applied to building alliances with
major pharmaceutical companies;
- Further
strengthen the Company's intellectual property position
from both in-house activities and in-licensing; and
- Establish
a US operation for business development, clinical trials
and new product development.
The Directors
estimate that the net proceeds of the Placing are expected
to be £27 million, of which £12 million
will be invested in further research and development in gene
therapy and gene-based immunotherapy, £6 million
will be invested in preclinical and early clinical development
of candidate products, and £9 million will be invested
in the establishment of operations in the United States of
America. Included in these estimates is capital expenditure
of £5 million. It is the Directors' current intention
to place the funds on deposit pending use.
The Directors'
current intention is to apply any proceeds received pursuant
to the Open Offer to increase the investment made by the Company
in the areas identified in the paragraph above.
As a result
of the institutional cash placing in August 2000 which raised
net proceeds of £8.5 million, the BioMedica Group
had cash balances totalling £11.6 million at 31 December 2000.
The Directors intend that the majority of this will be used
to fund the Gene Discovery Division.
Timetable
| Record
date for the Open Offer |
Friday,
2 March 2001 |
| Latest
time and date for splitting Application Forms (to satisfy
bona fide market claims) |
3.00
p.m., Thursday, 5 April 2001 |
| Latest
time and date for receipt of completed Application Forms
and payment in full under the Open Offer |
3.00
p.m., Monday, 9 April 2001 |
| Latest
time and date for receipt of forms of proxy |
4.00
p.m., Tuesday, 10 April 2001 |
| Time
and date of Extraordinary General Meeting |
4.00
p.m., Thursday, 12 April 2001 |
| Admission
and commencement of dealings in the Existing Ordinary
Shares and New Ordinary Shares |
Tuesday,
17 April 2001 |
| CREST
accounts credited |
Thursday,
19 April 2001 |
| Despatch
of Share Certificates |
Thursday,
26 April 2001 |
|
|
Rothschild,
which is regulated by The Securities and Futures Authority
Limited, is acting as financial adviser and sponsor to Oxford
BioMedica plc in connection with the Admission, the Placing
and the Open Offer and no one else and will not be responsible
to any person other than Oxford BioMedica plc, for providing
the protections afforded to its customers or for providing
advice in relation to the Admission, the Placing and the Open
Offer.
Beeson
Gregory, which is regulated by the Securities and Futures
Authority Limited, is acting as broker to Oxford BioMedica
plc in connection with the Admission, the Placing and the
Open Offer and no one else and will not be responsible to
any person other than Oxford BioMedica plc, as broker, for
providing the protections afforded to its customers or for
providing advice in relation to the Admission, the Placing
and the Open Offer.
The Open
Offer is not being made, directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex
or telephone) of interstate or foreign commerce, or any facilities
of a national securities exchange of the United States or
Canada and cannot be accepted by any such use, means, instrumentality
or facility in or from within the United States or Canada
and is not being made directly or indirectly in or into the
Republic of Ireland, Australia or Japan.
This document
is not an offer of securities for sale in the United States
and the New Ordinary Shares have not been, and will not be,
registered under the United States Securities Act of 1933
(as amended), nor under the laws of any state of the United
States, and the relevant clearances have not and will not
be obtained from the relevant authorities in Canada, the Republic
of Ireland, Australia or Japan. Accordingly, New Ordinary
Shares may not be offered, sold or delivered directly, or
indirectly in or into such jurisdictions.
This document
contains a summary of information extracted from the Prospectus
dated 12 March 2001, copies of which are available for inspection
at the Document Viewing Facility of the Financial Services
Authority, 25 The North Colonnade, London E14 5HS. |
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| For
further information please contact: |
|
|
Oxford BioMedica plc
Professor Alan
Kingsman, Chief Executive |
Tel:
+44 (0)1865 783 000 |
N
M Rothschild & Sons Limited
Tony Stuart |
Tel:
+44 (0)20 7280 5000 |
| Beeson
Gregory Limited
Nick Rodgers |
Tel:
+44 (0)20 7488 4040 |
| Merlin
Financial
David
Simonson, Melanie Toyne Sewell
|
Tel:
+44 (0)20 7606 1244 |
| HCC
De Facto
Chris
Gardner , Emma
Murray |
Tel:
+44 (0)20 7496 3300 |
|
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