REG - Oxford Biomedica PLC - Publication of Circular & Notice of GM

Oxford BioMedicaAnnouncement

16/02/2022 11:45

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RNS Number : 8885B  Oxford Biomedica PLC  16 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.

16 February 2022

 

 

Oxford Biomedica plc ("Oxford Biomedica" or the "Company")

Publication of Circular and Notice of General Meeting

 

Further to the announcements on 28 January 2022 in relation to the Firm
Placing and the Conditional Placing to raise approximately £80 million,
Oxford Biomedica confirms that a circular in relation to the Conditional
Placing (including the Retail Offer) and a related party transaction in
connection with the Conditional Placing (the "Circular") has been approved by
the Financial Conduct Authority (the "FCA"). The Circular contains a notice
convening the General Meeting (the "Notice of General Meeting"), which is to
be held at Windrush Court, Transport Way, Oxford, OX4 6LT on 8 March 2022 at
13:00 at which three resolutions will be proposed to approve the issue of
648,016 Conditional Placing Shares to Novo Holdings (as a related party), to
authorise the allotment of 5,018,134 Conditional Placing Shares and to
dis-apply statutory pre-emption rights otherwise applicable to the allotment
of the Conditional Placing Shares.

The Circular will shortly be submitted to the FCA's National Storage Mechanism
and will be available for inspection on its website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fdata.fca.org.uk%2F%23%2Fnsm%2Fnationalstoragemechanism&data=02%7C01%7Clisa.daniels%40jupiteram.com%7Cf244af61eb4342ff721c08d7e778ef08%7C70e1a0b75bf5416b96c4f244fca5ae53%7C0%7C0%7C637232378919258219&sdata=fkIXUD3TfG1QwIU03eZwSbCu%2F%2BJXhUpLsZd6lA32jVU%3D&reserved=0)
.

The Circular (including the Notice of General Meeting) will be posted today to
shareholders who have elected to receive hard copy documents. The Circular
(including the Notice of General Meeting) will also be available for viewing
on Oxford Biomedica's website at www.oxb.com.

The Company continues to expect completion of the Transaction with Homology
Medicines, Inc. to occur during the week commencing 7 March 2022 and Admission
of the Conditional Placing Shares to occur at 8.00 a.m. on 11 March 2022.
Any changes to this timetable will be notified by way of an announcement
through a Regulatory Information Service.

Unless otherwise defined, terms used in this announcement (including in the
Important Notice below) shall have the same meaning as those used in the
Circular.

 

Enquiries

 

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

Stuart Paynter, Chief Financial
Officer

Sophia Bolhassan, Head of Investor
Relations

 

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

James Steel

Jock Maxwell Macdonald

Sohail Akbar

 

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

David Wilson

Claes Spang

Satheesh Nadarajah

 

Consilium Strategic Communications:

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

Matthew Neal
 
    +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 Conditional 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 Conditional 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 Conditional Placing Shares in the United States or
elsewhere.

 

This announcement is directed only at: (A) persons in member states of the
European Economic Area who are "qualified investors" within the meaning of
article 2(e) of Regulation (EU) 2017/1129, (B) persons in the United Kingdom
who are "qualified investors" within the meaning of Regulation (EU) 2017/1129,
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended, who (i) have professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or, (ii) are high
net worth companies, unincorporated associations or partnerships or trustees
of high value trusts as described in Article 49(2)(A) to (D) of the Order; and
(C) 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.

The distribution of this announcement and the offering or sale of the
Conditional 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 Conditional Placing. Any investment decision
to buy securities in the Conditional 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 LLP ("Peel Hunt") or
WG Partners LLP ("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 Conditional 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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