REG - Oxford Biomedica PLC - Retail offer by PrimaryBid

Oxford BioMedicaAnnouncement

28/01/2022 07:40

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RNS Number : 9699Z  Oxford Biomedica PLC  28 January 2022

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
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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.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") AND HAS
BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

 

28 January 2022

OXFORD BIOMEDICA PLC

("Oxford Biomedica" or the "Company")

Retail Offer by PrimaryBid

 

Oxford Biomedica plc (LON: OXB), a leading cell and gene therapy group, is
pleased to announce, a conditional offer for subscription via PrimaryBid (the
"Retail Offer") of new ordinary shares of 50 pence each in the capital of the
Company ("Retail Offer Shares").

The Company has also announced today that it has entered into an agreement
with Homology Medicines, Inc. (Nasdaq: FIXX) ("Homology"), pursuant to which
Oxford Biomedica (US) Inc. ("Oxford Biomedica US") will acquire an 80 per
cent. ownership interest in a newly formed AAV focused manufacturing and
innovation business, Oxford Biomedica Solutions LLC ("Oxford Biomedica
Solutions" or "Oxford Biomedica Solutions' AAV Manufacturing and Innovation
Business"), at an implied pre-money Enterprise Value of approximately US$175
million (£131 million) (the "Transaction").

In addition, the Company has also announced today that it proposes to raise
total gross proceeds of approximately £80 million (gross) pursuant to: (i) a
non-pre-emptive placing of new Ordinary Shares with certain existing
shareholders and other institutional investors of up to 4,858,410 new ordinary
shares (the "Firm Placing Shares") (equating to 5.6 per cent. of the Company's
existing issued share capital as at the last practicable date prior to this
Announcement), utilising the unused authorities granted at the annual general
meeting of the Company for 2021 to issue ordinary shares for cash on a
non-pre-emptive basis (the "Firm Placing") and (ii) subject to shareholder
approval, a non-pre-emptive conditional placing with certain existing
shareholders and other institutional investors of a further number of new
ordinary shares (the "Conditional Placing Shares"), to be issued under the new
authorities to be sought at a general meeting of the Company to issue ordinary
shares for cash on a non-pre-emptive basis (the "Conditional Placing") such
that the total gross proceeds from the Firm Placing, the Conditional Placing
and the Retail Offer together reach an amount of approximately £80 million
(the Firm Placing, the Conditional Placing and the Retail Offer, together
being the "Equity Financing"). The Equity Financing will be conducted through
a bookbuilding process (the "Bookbuild").  The Joint Bookrunners of the
Equity Financing reserve the right to issue additional Conditional Placing
Shares.

The Retail Offer is conditional on (i) completion of the Firm Placing and the
Conditional Placing, such that if both the Firm Placing and the Conditional
Placing do not complete, the Retail Offer will not complete and (ii)
shareholder approval of the issue of the Retail Offer Shares at the general
meeting of the Company to be convened in early March 2022 (the "General
Meeting"), such that if shareholder approval is not obtained, the Retail Offer
will not complete.

Applications will be made for the Retail Offer Shares to be admitted to the
premium listing segment of the Official List (the "Official List") of the
Financial Conduct Authority (the "FCA") and to be admitted to trading on the
main market for listed securities of London Stock Exchange plc (the "London
Stock Exchange") (together, "Admission"). Settlement for the Retail Offer
Shares and Admission is expected to take place on or around 8.00 a.m. (London
time) on or around 11 March 2022, and dealings in the Retail Offer Shares will
commence at that time. The date for Admission of the Retail Offer Shares is
subject to the timing of admission of the Conditional Placing Shares and the
date that the Company posts a circular to its shareholders to convene the
General Meeting. When the Company posts the circular to shareholders it will
confirm any changes to the timetable for Admission of the Retail Offer Shares.

At completion, the net proceeds of the Firm Placing, the Facility and the
Company's current cash balances will allow the Company to acquire the 80 per
cent. ownership interest in newly-formed Oxford Biomedica Solutions' AAV
Manufacturing and Innovation Business for a US$130 million (£97 million) cash
consideration payable to Homology and a US$50 million (£37 million) capital
injection into Oxford Biomedica AAV Manufacturing and Innovation Business to
fund growth. Should the Firm Placing not complete, then the Company would
propose to utilise the Facility and its existing cash resources to fund the
Transaction.

The net proceeds of the Firm Placing, the Conditional Placing, the Facility
and any other surplus funds after completion of the Transaction will fund the
Company's existing capital requirements in respect of Oxbox and Windrush
Innovation Centre (estimated at £65 million), cover the expenses of the
Transaction, the Placing and the Facility and provide additional working
capital for the Group.

Retail Offer

The Company values its retail investor base and is therefore pleased to
provide private and other investors the opportunity to participate in the
Retail Offer by applying exclusively through the PrimaryBid mobile app
available on the Apple App Store and Google Play. PrimaryBid does not charge
investors any commission for this service.

The Retail Offer, via the PrimaryBid mobile app, will be open to individual
and institutional investors following the release of this announcement. The
Retail Offer is expected to close at the same time as the Bookbuild. The
Retail Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the
Retail Offer made through PrimaryBid.  It is vital to note that once an
application for the Retail Offer Shares has been made and accepted via
PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under
the Retail Offer, visit www.PrimaryBid.com (http://www.primarybid.com/)  or
email PrimaryBid at enquiries@primarybid.com.

The Retail Offer Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Company's existing Ordinary Shares.

 Oxford Biomedica Plc                          +44 (0)1865 783 000

 Stuart Paynter, Chief Financial Officer       ir@oxb.com

 Sophia Bohassan, Head of Investor Relations

 PrimaryBid Limited                            enquiries@primarybid.com

 Fahim Chowdhury / James Deal

 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 Spång

 Satheesh Nadarajah

 Consilium Strategic Communications            +44 (0)7739 788 014

 Mary-Jane Elliott                             +44 (0)7720 088 468

 Matthew Neal

 

Details of the Retail Offer

The Company highly values its retail investor base which has supported the
Company alongside institutional investors over several years. Given the
longstanding support of retail shareholders, the Company believes that it is
appropriate to provide retail and other interested investors the opportunity
to participate in the Retail Offer. The Company is therefore making the Retail
Offer available exclusively through the PrimaryBid mobile app.

The Retail Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no need for
publication of a prospectus pursuant to the Prospectus Rules, or for approval
of the same by the Financial Conduct Authority in its capacity as the UK
Listing Authority. The Retail Offer is not being made into any Restricted
Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the
Retail Offer which is open to existing shareholders and other investors
subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website
at www.PrimaryBid.com (http://www.primarybid.com/) . The terms and conditions
on which the Retail Offer is made, including the procedure for application and
payment for the Retail Offer Shares, is available to all persons who register
with PrimaryBid.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for the Retail Offer Shares and
investment in the Company carries a number of risks. Investors should consider
the risk factors set out on www.PrimaryBid.com before making a decision to
subscribe for the Retail Offer Shares. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

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