NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THE CONTENTS OF THIS ANNOUNCEMENT DO NOT CONSTITUTE OR FORM PART OF AN OFFER OF OR INVITATION TO SELL OR ISSUE OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES FOR SALE IN ANY JURISDICTION NOR SHALL THEY (OR ANY PART OF THEM) OR THE FACT OF THEIR DISTRIBUTION FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT TO DO SO. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES OF EU DIRECTIVE 2003/71/EC (THE “DIRECTIVE”) AND PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMENDED. A PROSPECTUS WILL BE PREPARED AND MADE AVAILABLE TO THE PUBLIC IN ACCORDANCE WITH THE DIRECTIVE. RECIPIENTS OF THIS ANNOUNCEMENT WHO INTEND TO PURCHASE SUCH SECURITIES ARE REMINDED THAT ANY SUCH PURCHASE OR SUBSCRIPTION MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS IN ITS FINAL FORM.
THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES.
06 July 2012
Oxford BioMedica plc ("Oxford BioMedica" or the "Company")
Notice of posting of prospectus
Further to the announcement of 29 June 2012 of the Company’s proposed Firm Placing and Open Offer of up to
£16 million, Oxford BioMedica announces that a Prospectus in connection with the Firm Placing and Open Offer
was approved by the UK Listing Authority (the “UKLA”) earlier today.
The Prospectus is expected to be posted to shareholders today and copies of the Prospectus will shortly be
available for inspection at www.hemscott.com/nsm.com.
The Prospectus contains a notice of general meeting to, inter alia, approve the Firm Placing and Open Offer
which will be held at the offices of Covington & Burling LLP at 265 Strand, London, WC2R 1BH.
The Prospectus will shortly be available to view on the Company's website at www.oxfordbiomedica.co.uk in the
“Investors” section. Copies of the Prospectus will also be available for inspection at the Company’s offices at
Oxford BioMedica plc, Medawar Centre, Robert Robinson Avenue, The Oxford Science Park, Oxford, OX4 4GA
during usual business hours on any weekday (Saturday, Sunday and public holidays excepted).
|Expected Timetable of Principal Events|
|Record Date for entitlements under the Open Offer||Close of business on 28 June 2012|
|Announcement of Firm Placing and Placing and Open Offer||29 June 2012|
|Ex-entitlement date||8.00 a.m. on 29 June 2012|
|Despatch of Prospectus, Application Forms and Forms of Proxy||6 July 2012|
|Open Offer Entitlements credited to stock accounts in CREST of Qalifying CREST Shareholders||A soon as possible after .00 a.m. on 7 July 2012|
|Latest recommended date for requested withdrawal of Open Offer Entitlements from CREST||4.30 p.m. on 17 July 2012|
|Latest recommended date for depositing Open Offer Entitlements nto CREST||3.00 p.m. on 18 July 2012|
|Latest time and date for splitting Application Forms (to satisfy bona fide market claims)||3.00 p.m. on 19 July 2012|
|Latest time and date for receipt of Forms of Proxy||9.30 a.m. on 23 July 2012|
|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 23 July 2012|
|Results of the Firm Placing and Placing and Open Offer announced through an RIS||25 July 2012|
|General Meeting||9.30 a.m. on 25 July 2012|
|Admission and commencement of dealings in the New Ordinary Shares||expected to commence 8.00 a.m. on 26 July 2012|
|CREST stock accounts expected to be credited for the New Ordinary Shares||as soon as possible after 8.00 a.m. on 26 July 2012|
|Share certificates for New Ordinary Shares expected to be despatched||within 7 days of admission|
For further information please contact:
|Oxford BioMedica plc Tel: +44 (0)1865 783 000
John Dawson, Chief Executive Officer
Tim Watts, Chief Financial Officer
Lara Mott, Head of Corporate Communications
|Singer Capital Markets Limited Tel: +44 (0)20 3205 7500
(Financial Adviser, Sponsor, Broker and Underwriter)
(Adviser and Placing Agent)
Tel: +44 (0)20 7149 6000
Notes to editors
About Oxford BioMedica
Oxford BioMedica (LSE:OXB) is a leading gene and cell therapy group focused on developing life changing treatments for serious diseases. Oxford BioMedica and its subsidiaries (the "Group") have built a sector leading lentiviral vector delivery platform (LentiVector®), which the Group leverages to develop in vivo and ex vivo products both in-house and with partners. The Group has created a valuable proprietary portfolio of gene and cell therapy product candidates in the areas of oncology, ophthalmology and CNS disorders. The Group has also entered into a number of partnerships, including with Novartis, Bioverativ, Sanofi, Axovant, Orchard Therapeutics, Boehringer Ingelheim/UK Cystic Fibrosis Gene Therapy Consortium/Imperial Innovations, GC LabCell and Immune Design, through which it has long-term economic interests in other potential gene and cell therapy products. Oxford BioMedica is based across several locations in Oxfordshire, UK and employs more than 320 people. Further information is available at www.oxfordbiomedica.co.uk.
For further information please contact
Oxford BioMedica plc
John Dawson, Chief Executive Officer
Stuart Paynter, Chief Financial Officer
Sarah MacLeod, Head of Communications
Tel: +44 (0)1865 783 000
Financial and corporate communications enquiries:
Consilium Strategic Communications
Mary-Jane Elliott/Matthew Neal/Olivia Manser/Laura Thornton
Tel: +44 (0)20 3709 5700