OXFORD BIOMEDICA
ANNOUNCES RESULT OF
EXTRAORDINARY GENERAL MEETING
Oxford BioMedica
(LSE: OXB) announced today that at its Extraordinary General
Meeting ("EGM"), held today in London, all resolutions
were duly passed. The resolutions put to shareholders approve
the fully underwritten Placing and Open Offer (the "Issue")
and an investment by Sigma-Aldrich (the "Subscription"),
announced on 16 November 2005, to raise £30.1 million
(approximately £28.0 million net of expenses). Pursuant
to the Issue and the Subscription, an aggregate of 120,328,041
new Ordinary Shares will be issued at 25 pence per share.
The Placing and
Open Offer comprised 108,800,000 new Ordinary Shares. Qualifying
Shareholders were invited to participate in the Issue by way
of the Open Offer of up to 27,007,869 of these new Ordinary
Shares on the basis of 1 Open Offer Share for every 14 Existing
Ordinary Shares held on the Record Date and so in proportion
to any number of Existing Ordinary Shares then held and such
further numbers in excess of their Basic Entitlement as could
be satisfied, to the extent that other Qualifying Shareholders
did not take up their Basic Entitlement.
The Open Offer
closed at 3.00 p.m. on 9 December 2005, by which time valid
applications had been received in respect of 21,752,507 Open
Offer Shares, representing approximately 80.54 per cent. of
the Open Offer Shares available under the Open Offer. The
remaining 5,255,362 Open Offer Shares and the 81,792,131 Placing
Shares will now be subscribed for by institutional and other
investors with whom they were placed in terms of the Placing
Agreement.
Sigma-Aldrich
(NASDAQ: SIAL), a life sciences company, has invested £2.9
million at the Issue Price, by subscribing for 11,528,041
new Ordinary Shares, alongside the Placing and Open Offer.
This investment is being made as part of a strategic alliance,
announced on 20 October 2005, which provides Sigma-Aldrich
with an exclusive licence to commercialise Oxford BioMedica's
LentiVector® technology for the reagent and
research tool market.
The Placing and
Open Offer and the Subscription remain conditional upon admission
of the New Ordinary Shares and the Subscription Shares to
the Official List of the UK Listing Authority and to trading
on the London Stock Exchange's market for listed securities
("Admission"). It is expected that Admission and
dealings in the New Ordinary Shares and the Subscription Shares
will commence on 8.00 a.m. on 15 December 2005.
CREST stock accounts
are expected to be credited on 15 December 2005 in respect
of New Ordinary Shares to be held in uncertificated form and
definitive share certificates in respect of New Ordinary Shares
to be held in certificated form are expected to be posted,
where applicable, by 22 December 2005.
Including the net
proceeds from the Placing and Open Offer and the Subscription,
the Company's pro-forma net cash balance at 30 June
2005 was approximately £47 million.
Unless the context
provides otherwise, words and expressions defined in the prospectus
sent to Shareholders dated 16 November 2005 shall have the
same meanings in this announcement.
Commenting on the
results of the EGM, Professor Alan Kingsman, Oxford BioMedica's
Chief Executive, said: "We are very pleased to have
completed this Placing and Open Offer with strong support
from both our existing and new investors. Furthermore, we
look forward to a successful relationship with our strategic
corporate investor, Sigma-Aldrich. The new funds will enable
the Company to initiate a Phase III trial with TroVax, our
lead cancer immunotherapy, and negotiate with commercial partners
from a position of strength."
Professor Kingsman
continued: "Discussions with the FDA regarding our plans
for TroVax development have been helpful and encouraging.
On advice from the FDA, the Company plans to submit an application
for a Special Protocol Assessment in early 2006. This will
be a Phase III randomised survival study comparing TroVax
to placebo in approximately 700 patients with metastatic renal
cancer. Recruitment is scheduled to begin in August 2006 and
the data are expected to support registration for this first
indication in 2009. We look forward to working with the FDA
on the Special Protocol Assessment. This process and the start
of the Phase III trial represent significant milestones for
Oxford BioMedica."
"TroVax
is now a Phase III product, MetXia is in Phase II development
for pancreatic cancer and a further three products are expected
to enter clinical development in 2006. With the pipeline showing
progress across all programmes, opportunities for commercial
collaborations, and now a strengthened balance sheet, I believe
that the Company can deliver significant value for shareholders."
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Evolution
Securities, which is regulated in the United Kingdom by the
Financial Services Authority, is acting as sponsor, broker
and underwriter for Oxford BioMedica and no one else in connection
with the Placing and the Open Offer and will not be responsible
to anyone other than Oxford BioMedica for providing the protections
afforded to its customers or for providing advice in relation
to the Placing and the Open Offer. Rothschild, which is regulated
in the United Kingdom by the Financial Services Authority,
is acting as financial adviser for Oxford BioMedica and no
one else in connection with the Placing and the Open Offer
and will not be responsible to anyone other than Oxford BioMedica
for providing the protections afforded to its customers or
for providing advice in relation to the Placing and the Open
Offer.
This Announcement
has been issued by the Company and is the sole responsibility
of the Company. It has not been independently verified by
Evolution, Rothschild or any other person. This Announcement
does not purport to be comprehensive or to contain all the
information that a recipient may need in order to evaluate
the Company. No representation or warranty, express or implied,
is given and, so far as is permitted by law and except in
the case of fraud, no responsibility or liability is accepted
by any person, with respect to the accuracy or completeness
of the Announcement or its contents or any oral or written
communication in connection with the Placing and the Open
Offer. In particular, but without limitation, no representation
or warranty is given as to the achievement or reasonableness
of, and no reliance should be placed on, any projections,
targets, estimates or forecasts contained in this Announcement.
In all cases, interested parties should conduct their own
investigation and analysis of the Company and the data contained
in this Announcement.
None of the new
Ordinary Shares have been, nor will be, registered in the
United States under the U.S. Securities Act 1933, as amended,
or under the securities laws of Australia, Canada, the Republic
of Ireland or Japan and they may not, subject to certain exceptions,
be offered, sold, delivered or transferred, directly or indirectly,
in or into the United States, Australia, Canada, the Republic
of Ireland or Japan or any other jurisdiction where the extension
or availability of the Placing and the Open Offer or the offer
or sale of such securities would breach any applicable law
(together, the "Excluded Territories") or to, or
for the account or benefit of, any national, citizen or resident
of any of the Excluded Territories. This Announcement is not
an offer of securities for sale in the United States and securities
may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities
Act of 1933, as amended. There will be no public offer of
the new Ordinary Shares in the United States.
This Announcement
shall not constitute or form any part of any offer or invitation
to subscribe for, underwrite or otherwise acquire, or any
solicitation of any offer to purchase or subscribe for, securities
including in the United States. Any purchase of, or application
for, securities in respect of the Placing and the Open Offer
should only be made on the basis of information contained
in the Prospectus, which is expected to be posted to shareholders
later today, and any supplement thereto.
Prices and values
of shares may go down as well as up and an investor may not
get back the amount invested. It should be noted that past
performance is no guide to future performance. Persons needing
advice should consult an independent financial adviser.
Certain statements
made in this Announcement are forward-looking statements.
Such statements are based on current expectations and, by
their nature, are subject to a number of risks and uncertainties
that could cause actual results and performance to differ
materially from any expected future results or performance,
expressed or implied by the forward-looking statement. The
information and opinions contained in this Announcement are
subject to change without notice and Oxford BioMedica assumes
no responsibility or obligation to update publicly or revise
any of the forward-looking statements contained herein.
The release,
publication or distribution of this Announcement in certain
jurisdictions may be restricted by law and therefore persons
in such jurisdictions into which this Announcement is released,
published or distributed should inform themselves about and
observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities
laws of any such jurisdiction. None of Evolution, Rothschild
or the Company, nor their respective directors, officers or
agents, accepts any liability to any person in relation to
the distribution or possession of the Announcement in any
jurisdiction.
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