Fundraising and Open Offer

RNS Number : 2968I
Oxford Biomedica PLC
29 May 2014
 





 

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 IS FOR INFORMATION PURPOSES ONLY AND 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, SUBSCRIPTION, RELATED PARTY SUBSCRIPTION 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 TODAY. 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

 

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.

 

 

Fundraising of £20 million and Open Offer of up to £5.7 million

 

 

Oxford UK - 29 May 2014: Oxford BioMedica plc (LSE: OXB), ("the Company") the leading gene based biopharmaceutical company, today announces that it intends to raise gross proceeds of up to £25.7 million (£23.7 million net of expenses) through a firm fundraising by means of a placing and subscriptions (the "Firm Fundraising") and an Open Offer at 2 pence per New Ordinary Share (the "Offer Price").

 

·      It is intended that 1,000,018,815 New Ordinary Shares will be issued through the Firm Fundraising to raise gross proceeds of £20.0 million and up to 283,229,801 New Ordinary Shares will be issued through the Open Offer  to raise up to a further £5.7 million gross.  Charles Stanley & Co. Limited is acting as Sponsor, WG Partners LLP as Financial Adviser and Bookrunner and Roth Capital Partners as US Placing Agent to the Company.

 

·     The Offer Price of 2 pence per New Ordinary Share represents a 1 per cent. discount to the closing price of 2.02 pence on 27 May 2014 (being the last practicable day prior to the announcement of the Firm Fundraising and Open Offer).

 

·     The Firm Fundraising and Open Offer is subject to Shareholder approval and a prospectus incorporating a notice of general meeting (the "Prospectus") is expected to be approved by the UK Listing Authority and posted to shareholders later today. A general meeting of the Company (the "General Meeting") will be held at the offices of Covington & Burling LLP, 265 Strand, London WC2R 1BH on 16 June 2014 at 10.00 a.m. BST. Vulpes Life Sciences Fund, the Company's largest shareholder, has signed an irrevocable undertaking to vote in favour of the Firm Fundraising and Open Offer.

 

The principal purpose of the Firm Fundraisingand Open Offer is to continue to develop the Company's proprietary LentiVector® gene delivery technology in order to maximise the potential of its high reward LentiVector® platform products, particularly the ophthalmology portfolio, to their next value inflection points.

 

 

 

 

Highlights

 

·     The proceeds of the fundraising will be used to continue to develop Oxford BioMedica's business based on its LentiVector® platform, in particular to build on its growing ophthalmology portfolio.  Ophthalmology is a high growth market estimated to be worth $17.5 billion in 2011, increasing to $34.7 billion worldwide by 2023 (source: Visiongain "Ophthalmic Drugs: World Market Prospects 2013-2023", published 2013).

 

·     The Group has established a product development pipeline comprising seven named gene therapy candidates based on the Group's LentiVector® technology and one cancer vaccine candidate based on its 5T4 technology. Five of the gene therapy products are targeted at ocular indications and two at the CNS therapy area. The ocular therapy area is considered to be particularly suitable target for gene therapy as many eye diseases are genetic in nature and the eye is a small and enclosed organ with low risk of dissemination to the rest of the body. Two of the ocular programmes are licensed to Sanofi. The Company will continue the development of these gene therapy products to their next decision points and will consider further partnering/out-licensing opportunities that may arise.

 

·     The Company is well placed to benefit from the increasing investment in gene and cell therapy. The Group's patent portfolio provides comprehensive coverage of lentiviral gene-based delivery technologies and their therapeutic application and revenues from its intellectual property portfolio are possible.

 

·     The Company's manufacturing capability, and its extensive process development expertise in this area, also provides commercial opportunities to generate revenues from third parties. Part of the proceeds of the fundraising will be used to develop the Company's manufacturing capabilities.

 

The Company also announces today that Nick Rodgers has informed the Board of his intention to step down as Chairman of Oxford BioMedica when an appropriate replacement has been identified.

 

John Dawson, Chief Executive Officer of Oxford BioMedica, said: "This successful fundraise is a testament to our leading pipeline and development and manufacturing capabilities around our LentiVector® technology.  There is now broad recognition of the growing trend within the gene and cell therapy sector and it is our focus to build Oxford BioMedica into a global leader in this field.  We have adapted our strategy to create a more sustainable business for the future, building out our extensive development expertise in manufacturing which has created commercial opportunities to generate revenues from third parties who require our specialist services.  The support of our existing and new shareholders in this fundraising brings us the financial stability to now drive significant value for the future.

 

"I would also like to thank Nick Rodgers for his contribution and commitment to Oxford BioMedica over the past ten years, the last three of which he served as our Chairman.  We wish him well for his future."

 

Commenting on the Firm Fundraisingand Open Offer, Nick Rodgers, Chairman of Oxford BioMedica, said: "This fundraising is a strong validation of Oxford BioMedica's leading position in gene and cell therapy, as well as the management team and the Company's future commercial prospects as a self-sustaining business building profitability and providing development and manufacturing services to third parties. Furthermore, the Company has a unique portfolio of lentiviral vector intellectual property which we believe will be of increasing value in the future. I am delighted by the support of our existing and new shareholders and, having signalled my intention to retire from the Board after serving for the Company for the past ten years, I look forward to watching Oxford BioMedica's future successes."

 

Conference call for analysts

A conference call for analysts will be held today (29 May 2014) at 9:30am GMT.  If you would like to join the call, please contact Consilium Strategic Communications on +44(0)20 3709 5708.  An audio replay file will be made available shortly afterwards via the Company's website: www.oxfordbiomedica.co.uk and will be available for 30 days post the event.

 

-Ends-

 

For further information, please contact:


 



Oxford BioMedica plc:

John Dawson, Chief Executive Officer

Tim Watts, Chief Financial Officer

Tel: +44 (0)1865 783 000





Media Enquiries:

Mary-Jane Elliott/Emma Thompson/Jessica Hodgson/

Matthew Neal

Consilium Strategic Communications

 

Tel: +44 (0)20 3709 5700 

 





Sponsor

Charles Stanley & Co. Limited

Phil Davies

 

Tel: +44 (0)20 7739 8200





Financial Adviser & Broker

WG Partners

David Wilson

Claes Spång

Jonathan Gosling

 

Tel: +44 (0)20 3693 1566

 

Notes for editors

 

Oxford BioMedica®

Oxford BioMedica plc (LSE: OXB) is a biopharmaceutical company developing innovative gene-based medicines and therapeutic vaccines that aim to improve the lives of patients with high unmet medical needs. The Company's technology platform includes a highly efficient LentiVector® gene delivery system, which has specific advantages for targeting diseases of the central nervous system and the eye; and a unique tumour antigen (5T4), which is an ideal target for anti-cancer therapy. Through in-house and collaborative research, Oxford BioMedica has a broad pipeline with current partners and licensees including Sanofi, Pfizer, Novartis, GlaxoSmithKline, MolMed, Sigma-Aldrich, Biogen Idec, Emergent BioSolutions and ImaginAb. Further information is available at www.oxfordbiomedica.co.uk and www.oxbsolutions.co.uk.

 




 

Background to and reasons for the Firm Placing, Subscription, Related Party Subscription and Open Offer and future strategy of Oxford BioMedica

Background to and reasons for the Firm Placing, Subscription, Related Party Subscription and Open Offer

The principal purpose of the Firm Placing, Subscription, Related Party Subscription and Open Offer is to continue to develop the Company's proprietary LentiVector® gene delivery technology in order to maximise the potential of its high reward LentiVector® platform products, particularly the ophthalmology portfolio, to their next value inflection points. This will also provide an opportunity to invest in the Company and benefit from the increase in investment and growth within the gene therapy sector.

Business model and strategy

The Company's business model is to fully exploit its gene/cell therapy platform - comprising intellectual property, laboratory and manufacturing facilities and its highly knowledgeable and skilled workforce - to create a development pipeline of multiple gene therapy product candidates and to build a profitable business providing development and manufacturing services to third parties.  This will potentially allow the Company to reach cash flow break even. Currently the Company has seven named gene therapy product candidates in development and it has started to generate revenues from development and manufacturing services, with its contract with Novartis, announced in May 2013, being an example.

The Company's strategy for the next three years is to become a unique and sector leading gene/cell therapy business by developing the existing pipeline and identifying and developing new product candidates so that Shareholders have the maximum opportunity to benefit from revenue derived from the platform and so that the fixed costs associated with the platform are spread over as many product candidates as possible.  By leveraging its experience and established in-house synergies, the Company plan is to develop all of the seven named product candidates, in parallel, to bring each of them to the point of readiness for the next stage of development.  This will result in a flow of opportunities which can be partnered, out-licensed or developed further internally depending on which option is likely to generate greatest Shareholder value.  Five of the current product candidates are for ocular diseases. The eye is a particularly suitable target for gene therapy and ophthalmology is a large and growing therapeutic area.  Where possible and when beneficial to Shareholders, the Company will seek grants and other forms of non-dilutive funding to help finance product development.  In addition the Company aims to maintain its leading position by further improving the manufacturing process for lentiviral vector manufacture, thus extending its intellectual property protecting the platform manufacturing process (both patents and know-how). At the same time the Company will continue to build the development and manufacturing services business, creating growing revenues which will increasingly reduce the net cash outflow of the overall company. By the end of the three year period, Oxford BioMedica aspires to have reached the position where its recurring and predictable revenues cover its recurring internal cost base.

The Company could also potentially benefit from existing and future IP licence agreements covering its LentiVector®, 5T4 and PrimeBoost® technologies.

The Company continues to pursue initiatives to secure further funding, over and above the Firm Placing, Subscription, Related Party Subscription and Open Offer, for its product portfolio and to develop its manufacturing technology, via non-dilutive grants, collaborations and strategic alliances. Examples of such funding that the Group has secured in recent years include:

·      the Sanofi collaboration, signed in 2009, under which Sanofi paid the Company a $26 million upfront on signing, provided up to $24 million of development funding for RetinoStat®, StarGen™  and UshStat®, and paid option fees totalling $3 million to acquire full license rights to StarGen™ and UshStat®;

·      a £1.8 million grant from the UK Technology Strategy Board for the next phase of development of EncorStat®;

·      a £2.2 million grant from the UK Technology Strategy Board for the next phase of development of OXB-102; and

·     a £7.1 million funding package comprising grants and loans from the UK Government's Advanced Manufacturing Supply Chain Initiative for expansion of the Group's manufacturing facility and manufacturing process development.

LentiVector®platform and gene therapy product portfolio

Part of the Placing proceeds will be used to continue to develop Oxford BioMedica's LentiVector® product portfolio and its manufacturing capabilities. Oxford BioMedica currently has five ocular product candidates and two CNS product candidates in development stages ranging from pre-clinical to Phase I/II studies.

Ophthalmology portfolio

Sanofi has taken up development and commercialisation licences over StarGen™ and UshStat®. The Group's other three ocular products in development are RetinoStat®, for the treatment of Wet Age-related Macular Degeneration,  EncorStat®, a treatment for corneal graft rejection which will soon enter a Phase I clinical study, and Glaucoma-GT, a treatment for glaucoma which is in pre-clinical studies. Ophthalmology is an attractive therapeutic area for the Group because the eye is considered to be a suitable target for gene therapy as it is a small organ distinct from the rest of the body and there are many genetic diseases of the eye. Also, ophthalmology is a high growth market estimated to be worth $17.5 billion in 2011, increasing to $34.7 billion worldwide by 2023 (source: Visiongain "Ophthalmic Drugs: World Market Prospects 2013-2023", published 2013). There is strong demand for innovative products, and Oxford BioMedica's LentiVector® platform is very well suited to creating novel products which could command attractive pricing. The main players in the ophthalmology market include: Novartis/Alcon, Pfizer, Allergan and Merck for indications such as glaucoma (estimated market of $6.5 billion in 2017, source: Visiongain report); Novartis/Alcon and Santen for indications such as conjunctivitis/allergy (estimated market of $5.4 billion in 2017, source: Visiongain report ); Allergan and Santen for indications such as dry eye (estimated market of $2.6 billion in 2017, source: Visiongain report); Novartis, Roche/Genentech and Regeneron/Bayer for retinal diseases such as wet age-related macular degeneration (AMD), diabetic macular oedema, and retinal vein occlusion (market size of $6.0 billion based on 2013 LUCENTIS®/Eylea sales, source: Novartis, Roche, Regeneron reported sales); Sanofi/Genzyme for genetic retinal diseases (with no approved treatments, estimated market of $700 million); and Sanofi for indications such as corneal graft rejection (estimated market of $80 million).

CNS portfolio

The CNS product development candidates are OXB-102, an enhanced form of ProSavin® for the treatment of Parkinson's disease (PD) and which is currently completing pre-clinical studies and should enter Phase I in 2015, and MoNuDin® which is in the pre-clinical phase.  Parkinson's disease is the second-most prevalent of the major neurodegenerative diseases after Alzheimer's disease.  Current treatment options address symptomatic relief with none to date providing a cure for the disease.  The overall world PD drug market will remain fairly stable from 2013 until 2018 and is forecast to reach $3.5 billion in 2018. (Source: Visiongain Parkinson's Disease: World Drug Industry and Market 2014-2024, published 2014).The Directors believe there is significant value to be realised from the Company's unpartnered programmes via collaborations and strategic alliances.

Manufacturing

The Group's manufacturing capabilities are centred on its facility located in Oxford which was approved by the MHRA in 2012 for the manufacture of material for clinical studies.  The initial rationale for the acquisition of the plant was to gain control over the manufacturing of the Group's in house product candidates and to reduce the costs of manufacture.  However, due to the increasing demand for gene and cell therapy manufacturing, the Group has an opportunity, exemplified by the contract with Novartis announced in 2013, to generate significant revenues by providing complex high margin manufacturing and process development services to third parties via "OXB Solutions" (OXB manufacturing services).  These revenues will help to reduce the Group's cash burn.

Principal terms of the Firm Placing, Subscription, Related Party Subscription and Open Offer

Oxford BioMedica intends to issue 826,566,048 New Ordinary Shares through the Firm Placing, 90,000,000 New Ordinary Shares through the Subscription, 83,452,767 New Ordinary Shares through the Related Party Subscription and up to 283,229,801 New Ordinary Shares through the Open Offer at 2 pence per New Ordinary Share to raise gross proceeds of up to £25.7 million.

The Firm Placing, Subscription, Related Party Subscription and Open Offer requires Shareholder approval, which will be sought at the General Meeting.

The Offer Price of 2 pence per New Ordinary Share represents a 1 per cent. discount to the Closing Price of 2.02 pence on 27 May 2014 (being the latest practicable date prior to the announcement of the Firm Placing, Subscription, Related Party Subscription and Open Offer).

Firm Placing

The Firm Placees have agreed to subscribe for 826,566,048 New Ordinary Shares at the Offer Price (representing gross proceeds of £16.5 million). The Firm Placed Shares are not subject to clawback and are not part of the Open Offer.

Subscription

The Subscribers have agreed to subscribe for 90,000,000 New Ordinary Shares at the Offer Price (representing gross proceeds of £1.8 million). The Subscription Shares are not subject to clawback and are not part of the Open Offer.

Related Party Subscription

The Related Party has agreed to subscribe for 83,452,767 New Ordinary Shares at the Offer Price (representing gross proceeds of £1.7 million). The Related Party Subscription Shares are not subject to clawback and are not part of the Open Offer.

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:

1 New Ordinary Share for every 5 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 Open Offer, Oxford BioMedica intends to issue up to 283,229,801 New Ordinary Shares at the Offer Price (representing gross proceeds of up to £5.7 million) to be made available pursuant to the Open Offer.

Fractions of Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number.

The New Ordinary Shares when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared after the date of their issue.

Use of proceeds

The Company intends to use approximately £2 million of the net proceeds from the Firm Placing and Subscription to repay the Vulpes Loan Facility and approximately £11 million from the Firm Placing Subscription and Related Party Subscription to continue the development of its seven named gene therapy product candidates, approximately £1 million to identify and bring forward new gene therapy product candidates and approximately £4 million to develop its manufacturing capacity and manufacturing processes.

Any further amounts received under the Open Offer would be used to fund the ongoing operations.

Use of net proceeds of the Firm Placing and Subscription summary



Approx £'m

Further develop existing gene therapy product candidates


£11

Manufacturing/process development


£4

Identifying new gene therapy products


£1

Vulpes Loan Facility repayment


£2



£18

 

Current trading and prospects for Oxford BioMedica

On 10 April 2014 the Company announced its final results for the year ended 31 December 2013 and on 30 April 2013 the final audited results were posted to Shareholders. A summary of the financial highlights at the time is given below:

·      Revenues of £5.4 million (2012 £7.8 million)

·      Gross profit of £4.2 million (2012 £7.1 million)

·      R&D costs of £13.8 million (2012 £14.0 million)

·      Operating loss of £12.8 million (2012 £10.5 million)

·      Net cash burn of £11.9 million (2012 £10.5 million)

·      Cash balances at 31 December 2013 of £2.2 million (2012 £14.1 million)

2013 marked an important step forward in the evolution of Oxford BioMedica with the emergence of new and profitable revenues that could potentially develop over the next two to three years into a significant and sustainable cash contributor to offset our cash burn. In recent years Oxford BioMedica's revenues have been almost entirely derived from the ocular product collaboration with Sanofi, with the accounting recognition of the $26 million upfront received in 2009 and the reimbursement of R&D expenditure - primarily the outlicensed spend with third parties - providing most of the revenues.  In 2013, these items are significantly lower than previously as the collaboration begins to reach its conclusion but they have been replaced by new profitable revenues derived from providing services to third parties.  These new revenues have an important role to play in future in reducing the net cash burn from our platform and infrastructure costs.

R&D costs overall were slightly lower in 2013 than in 2012.  This is mainly due to lower external spend on R&D projects, £2.8 million in 2013 compared with £3.8 million in 2012, partially offset by higher in-house costs of £10.6 million, compared with £9.8 million in 2012.  Amortisation of intangible assets was unchanged at £0.4 million.  The reduction in external project spend came mainly from the Sanofi collaboration products on which £1.3 million was spent, compared with £1.9 million in 2012.  £0.7 million in aggregate was incurred in 2013 on ProSavin/OXB-102, Glaucoma-GT, MoNuDin and other new product opportunities, and the TroVax Phase II studies.  The remaining £0.8 million was incurred on a number of activities including the resolution of the impurity issue. In-house R&D costs include all the relevant staff and facility costs, R&D consumables, intellectual property costs and depreciation of R&D physical assets.  However, they exclude that portion of costs which have been allocated to cost of sales because they relate directly to the manufacturing of product for sale.

The cash burn in 2013 was £11.9 million, £1.4 million greater than £10.5 million in 2012.  Although the loss before tax in 2013 was £2.3 million higher than in 2012, this is almost entirely explained by the reduction in non-cash revenue.  The increased cash burn is largely explained by an increase of £1.6 million in working capital outflows, notably including £0.7 million in inventory, both raw materials and work-in-progress, arising for the first time because of our manufacturing contract with Novartis. 

The Directors believe that Oxford BioMedica has sufficient financial resources to fund the business until the end of the third quarter of 2014. This does not take into account any potential upfront licence payment should the Company be successful in partnering RetinoStat® during 2014 or the first quarter of 2015, nor does it include potential revenue from other partnering or licensing transactions. The receipt of any one of such revenues could result in the Group having sufficient financial resources for the next 12 months.

Financial outlook

In 2013 Oxford BioMedica made a promising start in developing a more commercial focus by bringing in £2.6 million of profitable revenues from providing manufacturing and development services to third parties.  The Directors intend to develop this activity further in 2014 and to create a growing revenue stream to offset partially the cost of our staff and operating infrastructure. The Company also has opportunities to bring in licence revenues, in particular the potentially significant up-front licence payment that would be due should the Company out-license or partner RetinoStat®, which will complete its Phase I study during 2014 and therefore be ready to enter Phase II. 

At 31 March 2014 the Company had a cash balance of £1.2 million and had drawn £1.5 million of the Vulpes Loan Facility leaving the Company with net debt of £0.3 million.

Related Party Transaction and Related Party Subscription

As part of the Firm Placing, the Directors propose to allot 48,797,233 New Ordinary Shares at the Offer Price, representing approximately 1.8 per cent. of the Company's Enlarged Share Capital to Vulpes Life Sciences Fund. The proposed allotment of the New Ordinary Shares to Vulpes Life Sciences Fund constitutes a "related party transaction" for the purpose of Chapter 11 of the Listing Rules as a result of Vulpes Life Sciences Fund being a "substantial shareholder" as defined by the Listing Rules. As at the date of this announcement, Vulpes Life Sciences Fund holds 28.3 per cent. of the Company's issued share capital.

In addition, Vulpes Life Sciences Fund has agreed to subscribe for 83,452,767 New Ordinary Shares at the Offer Price, conditional upon Admission and the Company serving notice of prepayment of the Vulpes Loan Facility. The Related Party Subscription constitutes a "related party transaction" for the purposes of Chapter 11 of the Listing Rules.

The Company is required by Chapter 11 of the Listing Rules to seek Shareholder approval for any "related party transaction" which it proposes to enter into. Resolution 3 set out in the Notice of General Meeting seeks, by way of ordinary resolution, the approval of Shareholders for the Related Party Transaction and the Related Party Subscription between the Company and Vulpes Life Sciences Fund.

Pursuant to the requirements of Chapter 11 of the Listing Rules, Vulpes Life Sciences Fund, as a Related Party, will not vote on the Resolution approving their Related Party Transaction and the Related Party Subscription with the Company and has undertaken to take all reasonable steps to ensure that its associates will not do so either.

The Directors (excluding Martin Diggle) hold 8,674,897, Existing Ordinary Shares representing approximately 0.6 per cent. of the existing issued ordinary share capital of the Company in aggregate. Some of the Directors, who currently hold shares have subscribed for shares in the Firm Placing, amounting to 3,775,000 New Ordinary Shares in aggregate. Immediately following Admission, the Directors' holdings (excluding Martin Diggle) are expected to represent 0.52 per cent. of the issued Ordinary Shares of the Company.

The Directors' shareholdings as at the date of this announcement and expected shareholdings immediately following Admission is set out below:

Name of Director

Number of Existing Ordinary Shares beneficially held at present

Per cent of Existing Ordinary Shares beneficially held at present

Number of Ordinary Shares beneficially held immediately following Admission

Per cent of issued Ordinary Shares beneficially held immediately following Admission*

Nick Rodgers

842,829

0.06%

842,829

0.03

John Dawson

2,282,829

0.16%

2,782,829

0.12

Peter Nolan

733,313

0.05%

883,313

0.04

Tim Watts

3,682,829

0.26%

5,307,829

0.22

Paul Blake

533,097

0.04%

1,783,097

0.07

Andrew Heath

600,000

0.04%

850,000

0.04

Martin Diggle(1)

401,000,100

28.32%

533,250,100(2)

22.07(2)






(1) Includes interests of Vulpes Life Sciences Fund and other parties connected to Martin Diggle

(2) Inclues the Related Party Subscription.

* Assuming no take up under the Open Offer

 

 

 

 

Expected Timetable of Principal Events

Record Date for entitlements under the Open Offer

Close of business on 27 May 2014

Ex-entitlement date

8.00 a.m. on 29 May 2014

Despatch of Prospectus, Application Forms and Forms of Proxy

 29 May 2014

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

8.00 a.m. on 30 May 2014

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

4.30 p.m. on 9 June 2014

Latest recommended date for depositing Open Offer Entitlements and Excess Open Offer Entitlements into CREST

3.00 p.m. on 10 June 2014

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

3.00 p.m. on 11 June 2014

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

10:00 a.m. on 14 June 2014

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 13 June 2014

Results of the Firm Placing, Subscription and Open Offer announced through an RIS

16 June 2014

General Meeting

10:00 a.m. on 16 June 2014

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

8.00 a.m. on 17 June 2014

CREST stock accounts expected to be credited for the New Ordinary Shares

8.00 a.m. on 17 June 2014

Share certificates for New Ordinary Shares expected to be despatched

within 7 days of admission



Definitions

In this announcement, the following expressions have the following meanings, unless the context otherwise requires

"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

"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

"Charles Stanley"

Charles Stanley & Co. Limited, Sponsor to the Company

"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)

"Directors" or "Board"

the Directors of Oxford BioMedica

"Enlarged Share Capital"

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

"Euroclear"

Euroclear UK & Ireland Limited (formerly CrestCo Limited), the operator of CREST

"Existing Ordinary Shares"

the 1,416,149,005 existing ordinary shares of 1 pence each in nominal value in the capital of the Company as at the date of this announcement

"Financial Conduct Authority" or "FCA"

the UK Financial Conduct Authority

"Firm Placed Shares"

the 826,566,048 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

"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 16 June 2014, including any adjournment thereof

"Group" or "Oxford BioMedica Group"

Oxford BioMedica and its subsidiaries at the date of this announcement

"Listing Rules"

the listing rules made by the FCA 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 1,283,248,616 new Ordinary Shares of 1 pence each in nominal value in the capital of the Company to be issued in connection with the Firm Placing, Subscription, the Related Party Subscription and Open Offer

"Notice of General Meeting"

the notice of General Meeting

"Offer Price"

2 pence per New Ordinary Share

"Official List"

the Official List of the FCA

"Open Offer"

the conditional invitation to Qualifying Shareholders to apply for up to 283,229,801 New Ordinary Shares at the Offer Price on a pre-emptive basis

"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

"Prospectus Rules"

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

"Qualifying Shareholders"

holders of Existing Ordinary Shares on the register of members of the Company on the Record Date (other than certain Overseas Shareholders)

"Related Party"

a "related party" as defined in Chapter 11 of the Listing Rules, where there is more than one Related Party, the "Related Parties"

"Related Party Resolution"

resolution number 3 in the Notice of General Meeting

"Related Party Transaction"

Vulpes Life Sciences Fund's proposed participation in the Firm Placing

"Related Party Subscription"

the proposed subscription by Vulpes Life Sciences Fund of the Related Party Subscription Shares at the Offer Price conditional upon Admission and following the Company serving notice of prepayment of the Vulpes Loan Facility, in consideration for the payment in full (including fees and accrued interest) of the Vulpes Loan Facility

"Related Party Subscription Shares"

the 83,452,767 New Ordinary Shares being subscribed for subject to the Related Party Subscription

"Resolutions"

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

"Roth"

Roth Capital Partners, LLC, US Placement Agent to the Company

"Shareholder"

a holder of Existing Ordinary Shares

"Subscribers"

investors who have conditionally agreed to subscribe for the Subscription Shares pursuant to the Subscription Agreement

"Subscription"

proposed subscription of the Subscription Shares at the Offer Price pursuant to the subscription agreements

"Subscription Shares"

the 90,000,000 New Ordinary Shares which the Company is proposing to issue pursuant to the Subscription

"UK Listing Authority"

the Financial Conduct 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 and the District of Columbia

"Vulpes Loan Facility"

the loan facility as defined in paragraph 9.5 (e) of Part 6 of the prospectus

"WG Partners"

WG Partners LLP, Financial Adviser and Bookrunner to the Company

All references to "pounds", "pound sterling", "sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "Euros" and "€" are to the lawful currency of the member states of the European Union that adopt a single currency in accordance with the Treaty establishing the European Community as amended by the Treaty on European Union.

All references to "US$", "US dollars" and "$" are to the lawful currency of the United States.

 


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

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