REG - Oxford Biomedica PLC - Result of Placing and PrimaryBid offer

Oxford BioMedicaAnnouncement

28/01/2022 18:00

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RNS Number : 0505A  Oxford Biomedica PLC  28 January 2022

28 January 2022

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
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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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

LEI: 213800S1GVQNXQ15K851

OXFORD BIOMEDICA PLC

("Oxford Biomedica" or the "Company")

Result of Placing and PrimaryBid offer

Oxford, UK - 28 January 2022: Oxford Biomedica plc (LSE:OXB), a leading gene
and cell therapy group, is pleased to announce the successful completion of
the proposed placing announced earlier today (the "Placing").

A total of 9,876,544 new ordinary shares of fifty pence each in the capital of
the Company (the "Placing Shares") have been conditionally placed by Peel Hunt
LLP ("Peel Hunt") and WG Partners LLP ("WG") (together, the "Joint
Bookrunners") with new and existing investors at a price of 810 pence per
Placing Share (the "Placing Price") raising gross proceeds of £80.0 million
for the Company. The Placing Shares represent 11.5 per cent. of the issued
ordinary share capital of the Company prior to the Placing.

The Placing is being conducted in two tranches:

·     A firm placing allocation of 4,858,410 new ordinary shares in the
Company (the "Firm Placing Shares") equating to 5.6% of the Company's existing
issued share capital as at the last practicable date prior to announcement of
the Placing.  The placing of the Firm Placing Shares is conditional, inter
alia, on their admission to the premium listing segment of the Official List
(the "Official List") of the Financial Conduct Authority (the "FCA") and
admission to trading on the main market for listed securities of London Stock
Exchange plc (the "London Stock Exchange").

 

·    A conditional allocation of 5,018,134 new ordinary shares in the
Company (the "Conditional Placing Shares") equating to 5.8% of the Company's
existing issued share capital as at the last practicable date prior to the
announcement of the Placing.  The placing of the Conditional Placing Shares
is 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 (as defined in the
announcement of the Placing published earlier today 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.

As part of the Placing, retail and other investors have subscribed
for 117,284 new ordinary shares in the Company (the "Retail Shares") at the
Placing Price pursuant to the offer made by the Company via the PrimaryBid
platform (the "Retail Offer"), with approximately 74 per cent. of these being
subscribed by existing shareholders of the Company.  The Retail Offer raised
gross proceeds of approximately £1.0 million for the Company.

The Placing Shares will, when issued, be credited as fully paid and will be
issued subject to the Company's articles of association and will rank pari
passu in all respects with the existing issued ordinary shares in the capital
of the Company, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such shares by
reference to a record date falling after their issue.

Applications will be made for the Firm Placing Shares and the Conditional
Placing Shares to be admitted to the premium listing segment of the Official
List of the FCA and to be admitted to trading on the main market for listed
securities of the London Stock Exchange (together, "Admission").

Settlement for the Firm Placing Shares and Admission of the Firm Placing
Shares is expected to take place on or around 8.00 a.m. (London time) on or
around 4 February 2022 (or such later time and/or date as the Joint
Bookrunners may agree with the Company), and dealings in the Firm Placing
Shares will commence at that time. The Firm Placing is conditional upon
Admission becoming effective and the placing agreement between the Company and
the Joint Bookrunners (the "Placing Agreement") not being terminated in
accordance with its terms in respect of the Firm Placing Shares.  The Firm
Placing is not conditional on completion of the Transaction (as defined in the
announcement of the Placing published earlier today).

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 Conditional Placing is
conditional on completion of the Transaction (as defined in the announcement
of the Placing published earlier today) and on shareholder approval of the
issue of the Conditional Placing Shares at a general meeting of the Company.
The date for Admission of the Conditional Placing Shares is subject to the
time it takes to complete the Transaction (as defined in the announcement of
the Placing published earlier today) 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.

Smaller Related Party Transactions

Dr. Roch Doliveux has agreed to subscribe for 123,456 Placing Shares (61,459
Firm Placing Shares and 61,997 Conditional Placing Shares) at the Placing
Price under, and on the terms and conditions of, the Placing. Dr. Doliveux is
the Company's Chairman and Interim Chief Executive Officer and is therefore a
related party of the Company.  Dr. Doliveux's participation in the Placing is
classified as a smaller related party transaction for the purposes of Chapter
11.1.10R of the Listing Rules.

Novo Holdings A/S, a strategic investor in the Company ("Novo Holdings") has
agreed to subscribe for 1,290,419 Placing Shares in aggregate across the Firm
Placing and the Conditional Placing.  Due to Novo Holdings having held more
than 10 per cent. of the Company's issued share capital in the last twelve
months, Novo Holdings is deemed to be a related party of the Company under
Listing Rule 11.1.4A.  As the Placing is not being conducted on a pre-emptive
basis and due to the proposed size of Novo Holdings' participation, the issue
of 1,290,419 Placing Shares to Novo Holdings would be classified as a related
party transaction under the Listing Rules.  Novo Holdings' subscription for
642,403 Firm Placing Shares at the Placing Price is though classified as a
smaller related party transaction for the purposes of Chapter 11.1.10R of the
Listing Rules.  Novo Holdings' subscription for 648,016 Conditional Placing
Shares in the Conditional Placing will, when aggregated with Novo Holdings'
participation in the Firm Placing, be classified as a related party
transaction requiring shareholder approval pursuant to Listing Rule 11.1.7.
Relevant details will be set out in the circular to be sent to shareholders in
connection with the Conditional Placing and shareholder approval for such
participation will be sought at the general meeting of the Company to be held
to approve the issue of the Conditional Placing Shares.  If the relevant
resolution is not passed in respect of the participation in the Conditional
Placing by Novo Holdings, Peel Hunt and WG Partners will use reasonable
endeavours to reallocate the Conditional Placing Shares originally allocated
to Novo Holdings on closing of the bookbuilding process.

 

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 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, CNS disorders and
liver diseases. The Group has also entered into a number of partnerships,
including with Novartis, Bristol Myers Squibb, Sio Gene Therapies, Orchard
Therapeutics, Santen, Beam Therapeutics, Boehringer Ingelheim, Arcellx and
Cabaletta Bio, 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.

Notification and public disclosure of transactions by persons discharging

managerial responsibilities and persons closely associated with them

 

 1.                    Details of the person discharging managerial responsibilities / person closely
                       associated
 a.                    Name                                      Dr. Roch Doliveux

  2.                   Reason for the notification
 a.                    Position/status                           Interim Chief Executive Officer
 b.                    Initial notification                      Initial

                       /Amendment
 3.                    Details of the issuer, emission allowance market participant, auction
                       platform, auctioneer or auction monitor
 a.                    Name                                      Oxford Biomedica plc
 b.                    LEI                                       213800S1GVQNXQ15K851
 4.                    Details of the transaction(s): section to be repeated for (i) each type of
                       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
                       place where transactions have been conducted
 a.                    Description of the                        Ordinary Shares of 50p each

                       Financial instrument, type

                       of instrument

                       Identification code                       GB00BDFBVT43
 b.                    Nature of the transaction                 Purchase subject to Admission of new ordinary shares

 c.                    Price(s) and volume(s)

Price(s)     Volume(s)

                                                                 1.   810p    1.   123,456

 
 d.                    Aggregated information

                       ·      Aggregated volume                  N/A

                       ·      Price

 e.                    Date of the transaction                   28 January 2022
 f.                    Place of the transaction                  London Stock Exchange, Main Market (XLON)

 

d.

Aggregated information

·      Aggregated volume

·      Price

 

 

N/A

 

e.

Date of the transaction

28 January 2022

f.

Place of the transaction

London Stock Exchange, Main Market (XLON)

 

 

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