REG - Oxford Biomedica PLC - Admission of Firm Placing Shares

Oxford BioMedicaAnnouncement

04/02/2022 08:25

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RNS Number : 7361A  Oxford Biomedica PLC  04 February 2022

4 February 2022

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN OXFORD BIOMEDICA PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF OXFORD BIOMEDICA PLC.

LEI: 213800S1GVQNXQ15K851

OXFORD BIOMEDICA PLC

("Oxford Biomedica" or the "Company")

Admission of Firm Placing Shares

Oxford, UK - 4 February 2022: Oxford Biomedica plc (LSE:OXB), a leading gene
and cell therapy group, confirms that 4,858,410 new ordinary shares (the "Firm
Placing Shares") have this morning been admitted to the premium listing
segment of the Official List (the "Official List") of the Financial Conduct
Authority (the "FCA") and to trading on the main market for listed securities
of London Stock Exchange plc (the "London Stock Exchange").

The Firm Placing Shares were subscribed for at an issue price of 810 pence per
share and have raised gross proceeds of circa £39.4 million for the Company
and represent 5.6% of the Company's issued share capital as at the last
practicable date prior to announcement of the Placing and the Transaction on
28 January 2022.

The conditional allocation of 5,018,134 new ordinary shares in the Company
(the "Conditional Placing Shares") remains conditional upon, inter alia, (i)
shareholder approval at a general meeting of the Company of the issue of the
Conditional Placing Shares on a non-pre-emptive basis, (ii) completion of the
Transaction and (iii) admission to the premium listing segment of the Official
List of the FCA and admission to trading on the main market for listed
securities of the London Stock Exchange.

Settlement for the Conditional Placing Shares and Admission of the Conditional
Placing Shares is expected to take place on or around 8.00 a.m. (London time)
on or around 11 March 2022 (or such later time and/or date as the Joint
Bookrunners may agree with the Company), and dealings in the Conditional
Placing Shares will commence at that time. The date for Admission of the
Conditional Placing Shares is subject to the time it takes to complete the
Transaction and the date that the Company posts a circular to its shareholders
to convene the general meeting to approve the issue of the Conditional Placing
Shares. When the Company posts the circular to shareholders it will confirm
any changes to the timetable for Admission of the Conditional Placing Shares.

Total Voting Rights

Following Admission of the Firm Placing Shares in accordance with the FCA's
Disclosure Guidance and Transparency Rule 5.6.1, the Company's issued share
capital as at 8:00 am on 4 February 2022 consisted of 91,038,109 ordinary
shares of 50 pence each ("Ordinary Shares"). There are no Ordinary Shares held
in treasury.

 

Accordingly, the total number of voting rights in Oxford Biomedica plc at the
date of this notice is 91,038,109.

 

The above figure 91,038,109 may be used by shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, Oxford Biomedica plc
under the FCA's Disclosure Guidance and Transparency Rules.

 

Defined terms have the same meaning as set out in the announcement of the
Placing published on 28 January 2022.

 

 

Enquiries:

 

Oxford Biomedica plc:
        T: +44 (0)1865 783 000 / E: ir@oxb.com

 

Stuart Paynter, Chief Financial Officer

Sophia Bolhassan, Head of Investor Relations

 

Evercore (Financial Adviser):
                                   T: +44
(0)20 7653 6000

 

Simon Elliott

Julian Oakley

 

Peel Hunt (Sponsor and Joint Bookrunner):         T: +44 (0)20 7418 8900

 

James Steel

Jock Maxwell Macdonald

Sohail Akbar

 

WG Partners (Joint Bookrunner):
                            T: +44 (0)20 3705 9330

 

David Wilson

Claes Spång

Satheesh Nadarajah

 

Consilium Strategic Communications:

 

Mary-Jane Elliott
 
T: +44 (0)7739 788 014

Matthew Neal
 
T: +44 (0)7720 088 468

 

 

About Oxford Biomedica

 

Oxford Biomedica (LSE:OXB) is a leading, fully integrated, gene and cell
therapy group. In January 2022, Oxford Biomedica announced that it was
broadening its leading viral vector offerings by incorporating Homology
Medicines' established AAV capabilities into a newly formed AAV Manufacturing
and Innovation Business in the US with Homology Medicines as a 20% owner. To
date, 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, CNS disorders and
liver diseases. The Group has also entered into a number of partnerships,
including with Novartis, Bristol Myers Squibb, Boehringer Ingelheim, Beam
Therapeutics, Arcellx, Cabaletta, Orchard Therapeutics and Santen, through
which it has long-term economic interests in other potential gene and cell
therapy products. Additionally, the Group has signed a 3-year master supply
and development agreement with AstraZeneca for large-scale manufacturing of
the adenoviral based COVID-19 vaccine, AZD1222. Oxford Biomedica is based
across several locations in Oxfordshire, UK and employs more than 740 people.
Further information is available at www.oxb.com.

Important Notice

This announcement has been issued by, and is the sole responsibility of, the
Company.

This announcement is restricted, and is not for publication, release or
distribution, directly or indirectly, in whole or in part, in, into or from
the United States, Canada, Australia, New Zealand, Japan or the Republic of
South Africa or any other jurisdiction in which such publication or
distribution would be unlawful.

The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
applicable securities laws of any state or other jurisdiction of the United
States, Canada, Australia, New Zealand, the Republic of South Africa or Japan
or of any other jurisdiction. The Placing Shares may not be offered or sold in
the United States unless registered under the Securities Act or offered in a
transaction exempt from, or not subject to, the registration requirements of
the Securities Act and the securities laws of any relevant state or other
jurisdiction of the United States. There will be no public offering of the
Placing Shares in the United States or elsewhere.

In the United Kingdom, this announcement is only directed at persons who are
"qualified investors" within the meaning of the UK version of the EU
Prospectus Regulation, as amended from time to time (the "UK Prospectus
Regulation")  and (i) are investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended) (the "Order"); or(ii) are persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.); or (iii) are persons to whom it may otherwise be lawfully
communicated (all such persons together being referred to as "Relevant
Persons"). This announcement is directed only at Relevant Persons and must not
be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons.

In member states of the European Economic Area (EEA) (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is directed
exclusively at persons who are "qualified investors" within the meaning of
article 2(e) of Regulation (EU) 2017/1129 as amended from time to time (the
"EU Prospectus Regulation").

The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken that would permit an offering of securities or possession or
distribution of this announcement in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such restrictions.  No
prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy securities in the Placing
must be made solely on the basis of publicly available information. Such
information is not the responsibility of and has not been independently
verified by Peel Hunt or WG Partners or any of their respective affiliates.

Peel Hunt and WG Partners, which are authorised and regulated in the United
Kingdom by the FCA are acting for the Company and no one else in relation to
the Placing and Admission and they will not be responsible to anyone other
than the Company for providing the protections afforded to customers of Peel
Hunt and WG Partners or for providing advice in relation to any matter
contained in this document or any matter or arrangement referred to in it. 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
Peel Hunt or WG Partners or any directors of the Company, 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 therefor is expressly disclaimed.

 

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