REG - Oxford Biomedica PLC - US Agreement and Proposed Placing of Shares
28/01/2022 07:25
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RNS Number : 9648Z Oxford Biomedica PLC 28 January 2022
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
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LEI: 213800S1GVQNXQ15K851
For immediate release
OXFORD BIOMEDICA PLC
Oxford Biomedica broadens leading viral vector offerings by incorporating
Homology's established AAV capabilities into a newly-formed AAV Manufacturing
and Innovation Business in the US with Homology as 20% owner
Proposed Placing to raise total gross proceeds of approximately £80 million
Oxford, UK - 28 January 2022: Oxford Biomedica plc (LSE:OXB) ("Oxford
Biomedica" or the "Company"), a leading cell and gene therapy group, is
pleased to announce 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, Oxford Biomedica announces that it proposes to raise total gross
proceeds of approximately £80 million (gross) pursuant to a non-pre-emptive
placing of new Ordinary Shares (the "Placing Shares") with certain existing
shareholders and other institutional investors, of which (i) 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), will be issued utilising the unused authorities
granted at the 2021 AGM to issue Ordinary Shares for cash on a non-pre-emptive
basis (the "Firm Placing") and (ii) a further number of new Ordinary Shares
(the "Conditional Placing Shares") will, subject to shareholder approval, be
issued under the new authorities to be sought at the General Meeting 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 and the
Conditional Placing together reach an amount of approximately £80 million
(the "Placing"). The joint bookrunners of the Placing reserve the right to
issue additional Placing Shares.
In connection with the Transaction, Oxford Biomedica has also entered into a
commitment letter for a secured short term loan facility of US$85 million
(£64 million) which, if drawn down, is repayable in twelve months after
completion of the Transaction.
Highlights
Creation of a Global Viral Vector Champion
· Oxford Biomedica and Homology to form a new US-based AAV
manufacturing and innovation business, Oxford Biomedica Solutions' AAV
Manufacturing and Innovation Business1
· The Board of Oxford Biomedica believes the Transaction presents a
compelling opportunity to accelerate the Group's stated strategy of becoming a
global fully integrated development and manufacturing platform across key
viral vector types, with the following key benefits:
o Broadens Oxford Biomedica's viral vector capabilities into the largest and
fast growing AAV segment;
o Expands Oxford Biomedica's geographic presence with the addition of
technical operational expertise in the US biopharma market;
o Enables Oxford Biomedica to leverage proprietary technologies and IP in
AAV to further enhance Oxford Biomedica's platform; and
o The Transaction is immediately accretive to revenue growth with
contribution from Homology and potential new customers.
· Under the terms of the Transaction:
o Homology will bring its established AAV process development and
manufacturing platform, strong IP, experienced team and US-based GMP facility
to Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business;
§ Experienced team and high-quality GMP vector production capabilities that
has been in operating since 2019 without a single failed batch;
§ Over 40 analytical assays developed and an established breadth of vector
characterisation that has met CMC requirements for three cleared
Investigational New Drug applications ("INDs") from Homology's pipeline;
o Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business will
offer a scalable, high quality manufacturing platform to global customers,
including Homology through a multi-year supply agreement as a preferred
customer with minimum contracted revenue of approximately US$25 million (£19
million) from Homology for the first twelve months;
o Oxford Biomedica US will acquire an 80 per cent. ownership interest in
newly-formed Oxford Biomedica Solutions for a US$130 million (£97 million)
cash consideration payable to Homology and a US$50 million (£37 million)
capital injection into Oxford Biomedica Solutions to fund growth;
o Homology will retain a 20 per cent. ownership interest upon closing of the
Transaction;
o Oxford Biomedica will have control of Oxford Biomedica Solutions' AAV
Manufacturing and Innovation Business through a majority board position, under
the LLC Agreement to be entered into between Oxford Biomedica and Homology;
and
o At any time following the three-year anniversary of closing, Oxford
Biomedica will have a call option to purchase, and Homology will have a put
option to require Oxford Biomedica to purchase, Homology's ownership
interest2.
· Tim Kelly, Chief Operating Officer of Homology, will join Oxford
Biomedica Solutions' AAV Manufacturing and Innovation Business as Chief
Executive Officer and Chair of its Board of Directors and will also become a
member of Oxford Biomedica's Senior Executive Team
· The Transaction constitutes a Class 2 transaction for the
purposes of the Listing Rules and is expected to close in Q1 2022, subject to
the satisfaction of requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 ("HSR"). The Transaction is not conditional on the
approval of the Company's shareholders or on financing
Placing and Short Term Loan Facility
· Firm Placing with certain existing shareholders and other
institutional investors of up to 4,858,410 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 2021 AGM to issue Ordinary Shares for cash on a non-pre-emptive
basis
o Firm Placing is not conditional on completion of the Transaction and does
not require shareholder approval
o Admission and settlement of the Firm Placing Shares is expected to take
place at 8.00 a.m. on or around 4 February 2022
· Subject to shareholder approval, Conditional Placing with certain
existing shareholders and other institutional investors of a further number of
new Ordinary Shares to be issued, at the same issue price as the Firm Placing
Shares, under the new authorities to be sought at the General Meeting to issue
Ordinary Shares for cash on a non-pre-emptive basis such that the total gross
proceeds from the Firm Placing and the Conditional Placing together reach an
amount of approximately £80 million
o Conditional Placing is conditional on (i) completion of the Transaction,
such that if the Transaction does not complete, the Conditional Placing will
not complete and (ii) shareholder approval of the issue of the Conditional
Placing Shares at the General Meeting, such that if shareholder approval is
not obtained, the Conditional Placing will not complete
o Admission and settlement of the Conditional Placing Shares is expected to
take place at 8.00 a.m. on or around 11 March 2022 subject to the time it
takes for the HSR requirements to be satisfied and the date that the Company
posts a circular to its shareholders to convene the General Meeting
o The number of Conditional Placing Shares will be such that no publication
of a prospectus by Oxford Biomedica under the UK Prospectus Regulation or the
EU Prospectus Regulation is required
· Details of the price at which the Placing Shares are to be placed
and the number of Placing Shares will be announced as soon as soon as
reasonably practicable after the close of the book build process later today
· An indicative timetable for the Transaction and the Placing is
set out further below
· In connection with the Transaction, Oxford Biomedica also entered
into a commitment letter for a secured short term loan facility of
US$85 million (£64 million) from funds managed by Oaktree Capital
Management, L.P. ("Oaktree") (the "Short Term Loan Facility" or the
"Facility")
o The interest rate under the Facility will be 8.5 per cent. per annum,
payable quarterly in cash or in kind as additional loan principal, at the
option of the Company and will be repayable in twelve months after completion
of the Transaction
Oxford Biomedica updates and recent developments
· Upon announcement of the Transaction, John Dawson will step down
as CEO and current Chairman Dr. Roch Doliveux will become interim CEO
o John Dawson will remain a Board Director and Advisor to the Company
o A process to appoint a new CEO is underway, as previously announced
· Continued strong momentum across CDMO activities since H1 2021
with FY21 Group revenues expected to be in line with equity research analyst
consensus3 (unaudited)
· The Group's closing net cash position as at 31 December 2021 was
approximately £109 million (unaudited)
Dr. Roch Doliveux, Chair and Interim CEO, commented: "Accessing Homology's
unique AAV capabilities is a major advancement in Oxford Biomedica's goal to
become an innovative global viral vector leader that provides solutions to
Cell and Gene Therapy (C>) Biotech and Biopharma companies for their
process development and manufacturing needs across key viral vectors. Process
Development/CMC being one of the most important critical success factors to
ensure efficacy, safety and affordability of C>, Oxford Biomedica is in
a strong position to enable our customers to bring their new medicines to many
more patients and change their lives. We look forward to working with
Homology's impressive team and uniquely robust processes to achieve
world-leadership as a provider of AAV solutions in addition to enhancing our
leadership in lentiviral vectors. Having a US base brings us closer to
customers, talent, innovation in academia and pools of capital all of which
will allow growth and building a market leadership position."
Arthur Tzianabos, Ph.D., President and Chief Executive Officer of Homology,
said: "We chose Oxford Biomedica for its leadership in viral-based
manufacturing and prestigious global client base, and we believe that Oxford
Biomedica Solutions' AAV Manufacturing and Innovation Business will build upon
the strengths of both companies. Our leadership in AAV process development and
CMC, which resulted from establishing internal capabilities early on, has
enabled us to advance three programmes from discovery into the clinic within
five years. We believe the opportunity in Oxford Biomedica Solutions' AAV
Manufacturing and Innovation Business further leverages the value we created
in this broad capability, including the demonstrated expertise of our team, to
provide much-needed high-quality viral vector to other companies and,
importantly, more patients around the world. . Additionally, the $130 million
cash infusion, coupled with the reduction in operating expenses, significantly
extends our runway and supports the continued advancement of our programs and
genetic medicines platform. We believe our ownership stake in Oxford Biomedica
Solutions, continued access to our AAV 'plug and play' manufacturing platform
as a preferred customer, and our ability to benefit from any further
manufacturing innovations, will be key value drivers for Homology."
Dr. Roch Doliveux commenting on John's departure added: "I would like to
express my sincere appreciation for John Dawson's leadership and achievements
as CEO. He and the world-class management team he has built have worked
relentlessly in selecting the best AAV partner and creating this potentially
transformative deal for the Group. This makes it easier to support John's
decision to step down at this time. I am delighted that he will remain a Board
member and Advisor."
John Dawson, CBE, added: "I am excited that this will be my final deal as CEO
of the Group. This transaction not only brings proven, scalable, high-quality
AAV manufacturing capabilities to Oxford Biomedica, which was in line with our
strategy, but also expands Oxford Biomedica's presence into the US and brings
us a dedicated team in close geographic proximity to other leading gene
therapy companies in Boston and more widely across the US."
Overview of Oxford Biomedica Solutions' AAV Manufacturing and Innovation
Business
Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business
comprises Homology's end-to-end high performing AAV process development and
manufacturing platform with a proprietary 'plug and play' model protected by
IP, and an experienced team of approximately 125 Boston based technical
operations employees with deep AAV development and manufacturing know-how.
The state of the art AAV manufacturing facility based near Boston includes
approximately 25,000 sq. ft of GMP space for drug substance, drug product,
QC testing, quality and warehousing, with three 500L single-use bioreactors.
The facility has been operating for GMP production since 2019 and has the
potential to expand laboratories and the GMP footprint on-site.
Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business has
manufacturing capabilities for both process and analytical development and
early stage clinical manufacturing at 500L with proven scalability to 2,000L
for commercial supply. The GMP facility has an estimated steady state annual
maximum capacity of 10 - 15 500L batches and 10 - 15 1,000L batches. Oxford
Biomedica Solutions' process development expertise covers all AAV related gene
therapy and gene editing development functions which has already supported
three successful Phase I trial initiations in the United States. Oxford
Biomedica Solutions' AAV Manufacturing and Innovation Business will be Oxford
Biomedica's global manufacturing and innovation business for AAV and the focus
of Oxford Biomedica's US operations.
Oxford Biomedica Solutions will at completion of the Transaction have
approximately US$35 million (£26 million) worth of AAV CDMO gross assets
transferred to it by Homology and is expected to generate a minimum first
twelve months contracted revenues of approximately US$25 million (£19
million) from Homology under the three-year Manufacturing and Supply
Agreement.
Oxford Biomedica Solutions has not traded as an independent entity to date.
Oxford Biomedica expects Oxford Biomedica Solutions to break-even on an EBITDA
basis by year 3 after closing with gold standard long term target margins.
Oxford Biomedica Solutions will bring together complementary cultures focused
on science-led solutions and excellence in customer service under the
leadership of Tim Kelly, Chief Operating Officer of Homology, who will join
Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business as Chief
Executive Officer and Chair of the Board of Directors and also become a member
of Oxford Biomedica's Senior Executive Team.
Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business
employees are integral to the success of the Transaction and will be provided
with an attractive incentivisation package upon completion of the Transaction.
Strategic Rationale for the Transaction
The Board of Oxford Biomedica believes that the Transaction has compelling
strategic and financial rationale, with the potential to deliver substantial
benefits to patients, customers, shareholders and other stakeholders. In
particular, the Transaction will:
· Broaden Oxford Biomedica's viral vector capabilities into the
largest and fast growing AAV segment via a single transaction
o Bring fully established manufacturing AAV technologies, IP, capabilities
and capacity into Oxford Biomedica
o Offer the opportunity to leverage commercial capabilities in Oxbox in the
UK through increased credibility in AAV with Oxford Biomedica Solutions' AAV
Manufacturing and Innovation Business
· Expand Oxford Biomedica's geographic presence with the addition
of technical operational expertise near Boston, US presenting ideal access to
the key US biopharma hub
o Increase Oxford Biomedica's total addressable market
o Unlock strong synergy opportunities from the combination of technical
capabilities and the ability to cross-sell to existing Oxford Biomedica
customers
· Enable Oxford Biomedica to leverage proprietary technologies
protected by IP in AAV to further enhance Oxford Biomedica's existing platform
o Promote a collaborative and complementary AAV and lentiviral vector-based
approach across transfection, upstream and downstream, analytical testing and
cell technology
o Enhance Oxford Biomedica's ability to offer solutions that meet the CMC
challenges that gene and cell therapy companies face
· Be immediately accretive to revenue growth with contribution from
Homology and potential new customers
o The three-year strategic partnership with Homology for AAV manufacturing
provides Oxford Biomedica Solutions its first major customer with availability
of capacity for potential new customers
In summary, the Transaction accelerates Oxford Biomedica's strategy to create
a leading partner of choice with advanced capabilities across key viral vector
types in gene and cell therapy (lentivirus, adenovirus and AAV) that will be
able to address the increasing market requirements for efficacy, safety and
affordability in cell and gene therapeutics. The enlarged Oxford Biomedica
will leverage its strong track record, skills and expertise in a significantly
larger total addressable market and provide solutions for gene and cell
therapy developers underpinned by technologies, know-how and IP with continued
focus on innovation to further enhance the combined platform and its customer
offering.
The Transaction will also provide expanded manufacturing capacity to Oxford
Biomedica. Oxford Biomedica currently has five manufacturing and R&D
facilities (>150,000 sq. ft) in the UK, with the potential for at least
four additional GMP suites to be added to existing capacity within its current
facilities. Oxford Biomedica Solutions' AAV Manufacturing and Innovation
Business will add one process R&D and manufacturing facility
(approximately 25,000 sq. ft) in Boston, US with the potential to expand
laboratories and the GMP footprint on-site.
Transaction Agreements
On 28 January 2022, Oxford Biomedica US and the Company (solely for the
purposes of guaranteeing the obligations of Oxford Biomedica US) entered into
an equity securities purchase agreement with Homology and Oxford Biomedica
Solutions LLC1 (the "Equity Securities Purchase Agreement"), pursuant to which
Oxford Biomedica US has agreed to acquire an 80 per cent. ownership interest
in Oxford Biomedica Solutions.
The Transaction will be implemented through Oxford Biomedica Solutions, a
newly formed US LLC entity, which is initially wholly owned by Homology. Prior
to completion of the Transaction and pursuant to the terms of a contribution
agreement to be entered into by Homology and Oxford Biomedica Solutions (the
"Contribution Agreement"), Homology will, prior to completion of the
Transaction, assign and transfer to Oxford Biomedica Solutions certain assets
comprising the AAV CDMO Business, and Oxford Biomedica Solutions will assume
from Homology, and agree to pay, perform and discharge when due, certain
liabilities related to the AAV CDMO Business (the "Contribution"). Following
the Contribution, Oxford Biomedica Solutions will hold the AAV CDMO Business.
Pursuant to the terms of the Equity Securities Purchase Agreement, upon
completion of the Transaction (i) Oxford Biomedica US will pay Homology a
total initial consideration of US$130 million (£97 million) in cash in
exchange for the transfer to Oxford Biomedica US of limited liability company
units in Oxford Biomedica Solutions (representing approximately 74 per cent.
of the total membership interests of Oxford Biomedica Solutions) and (ii)
Oxford Biomedica US will make a cash injection of US$50 million (£37 million)
into Oxford Biomedica Solutions in exchange for the issue to Oxford Biomedica
US of additional limited liability company units in Oxford Biomedica Solutions
(representing approximately 6 per cent. of the total membership interests of
Oxford Biomedica Solutions). Following completion of the Transaction, Oxford
Biomedica US will own limited liability company units in the Oxford Biomedica
Solutions, representing 80 per cent. of the total membership interests of
Oxford Biomedica Solutions and Homology will own limited liability company
units in Oxford Biomedica Solutions representing 20 per cent. Of the total
membership interests of Oxford Biomedica Solutions.
Completion of the Transaction under the Equity Securities Purchase Agreement
is subject to the satisfaction, or (to the extent permitted by law) waiver, of
a number of outstanding conditions, including, inter alia, (i) the
Contribution having been completed in accordance with the terms of the
Contribution Agreement and (ii) any waiting period (and any extension thereof)
applicable to the consummation of the transactions contemplated by the Equity
Securities Purchase Agreement under the US Hart-Scott-Rodino Antitrust
Improvements Act of 1976 having expired or been terminated. The Transaction is
not conditional on the approval of the Company's shareholders or on financing.
The Equity Securities Purchase Agreement contains (i) an indemnity from
Homology for the benefit of Oxford Biomedica US against any losses that Oxford
Biomedica US or its indemnified persons may suffer or incur in certain
circumstances and (ii) an indemnity from Oxford Biomedica US for the benefit
of Homology against any losses that Homology or its indemnified persons may
suffer or incur in certain circumstances. Under the Equity Securities Purchase
Agreement, Homology and Oxford Biomedica Solutions have given customary
representations and warranties to Oxford Biomedica US, and Oxford Biomedica US
has given customary representations and warranties to Homology.
On completion of the Transaction, Homology, Oxford Biomedica US and Oxford
Biomedica Solutions will enter into an LLC agreement in relation to Oxford
Biomedica Solutions, which, among other things, will set out the ongoing
rights and obligations of Homology and Oxford Biomedica US with respect to the
governance of Oxford Biomedica Solutions (the "LLC Agreement").
Pursuant to the terms of the LLC Agreement, at any time following the third
anniversary of completion of the Transaction, Oxford Biomedica US will have
the option to purchase from Homology all of Homology's membership interests in
Oxford Biomedica Solutions (the "Call Option") and Homology will have the
option to require Oxford Biomedica US or Oxford Biomedica Solutions to
purchase all of Homology's membership interests in Oxford Biomedica Solutions
(the "Put Option"). The purchase price payable by Oxford Biomedica US or
Oxford Biomedica Solutions on exercise of the Call Option or the Put Option
will be equal to the amount Homology would be entitled to receive upon a
liquidation of Oxford Biomedica Solutions assuming all of the assets of Oxford
Biomedica Solutions' AAV Manufacturing and Innovation Business are sold for a
purchase price based on a valuation equivalent to a multiple of 5.5 times the
revenue of Oxford Biomedica Solutions over the twelve months prior to the date
of exercise. In addition, the maximum purchase price payable by Oxford
Biomedica US or Oxford Biomedica Solutions on exercise of the Call Option or
the Put Option will be capped at US$74.1 million (£55.4 million).
Additionally, upon a change of control of Homology, Oxford Biomedica US has
the right to purchase all (but not less than all) of Homology's interests in
Oxford Biomedica Solutions for the same purchase price payable on exercise of
the Call Option or the Put Option, except that, on a change of control of
Homology occurring within one year of completion of the Transaction, only
Oxford Biomedica Solutions' revenue from the date of completion of the
Transaction to the closing date of the change of control transaction will be
included in the calculation of the purchase price. The purchase price payable
for Homology's interests in Oxford Biomedica Solutions is subject to the same
maximum price as described above.
In connection with the Transaction, Homology, Oxford Biomedica Solutions and
Oxford Biomedica US will enter into certain other ancillary agreements upon
completion of the Transaction, which in addition to the Contribution Agreement
and the LLC Agreement referred to above, also include a Licence and Patent
Management Agreement, a Manufacturing and Supply Agreement, a Transitional
Services Agreement, a Lease Assignment, a Sublease Agreement, an Employee
Matters Agreement, a Patent Assignment Agreement and a Quality Agreement.
Proposed Placing
Oxford Biomedica is undertaking (i) a Firm Placing with certain existing
shareholders and other institutional investors of up to 4,858,410 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 2021 AGM to issue Ordinary Shares for
cash on a non-pre-emptive basis and (ii) subject to shareholder approval, a
Conditional Placing with certain existing shareholders and other institutional
investors of a further number of new Ordinary Shares to be issued under the
new authorities to be sought at the General Meeting to issue Ordinary Shares
for cash on a non-pre-emptive basis, such that the total gross proceeds from
the Firm Placing and the Conditional Placing together reach an amount of
approximately £80 million.
Peel Hunt LLP ("Peel Hunt") and WG Partners LLP ("WG Partners") (together the
"Joint Bookrunners") are acting as joint bookrunners in connection with the
Placing.
The Joint Bookrunners of the Placing reserve the right to issue additional
Placing Shares..
The Firm Placing is not conditional on completion of the Transaction and does
not require shareholder approval. The Conditional Placing is conditional on
completion of the Transaction and on shareholder approval of the issue of the
Conditional Placing Shares at the General Meeting. Both the Firm Placing and
the Conditional Placing are conditional on 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.
The Placing will be conducted through a bookbuilding process (the
"Bookbuild"), which will be launched immediately following this announcement
(such announcement and its appendices together being the "Announcement") and
is subject to the terms and conditions set out in Appendix 1 to this
announcement. The Joint Bookrunners will commence the Bookbuild and the book
will open immediately following the release of this Announcement. The price
per Ordinary Share at which the Placing Shares are to be placed (the "Placing
Price") and the number of Placing Shares will be determined at the close of
the Bookbuild and announced as soon as reasonably practicable after such time.
The timing of the closing of the book, the number of Placing Shares to be
issued and allocations are at the absolute discretion of the Joint Bookrunners
and the Company. The results of the Placing and the Placing Price will be
announced as soon as practicable after the close of the Bookbuild. The Placing
is not being underwritten. The Placing Shares, if issued, will be fully paid
and will rank pari passu in all respects with the existing issued Ordinary
Shares of the Company, including, without limitation, the right to receive all
dividends and other distributions declared, made or paid in respect of the
Ordinary Shares after Admission.
As part of the Placing, there will be an offer made by the Company on the
PrimaryBid platform of new Ordinary Shares (the "Retail Offer Shares") at the
Placing Price (the "Retail Offer"), to provide retail investors with an
opportunity to participate in the equity fundraise. A separate announcement
will be made regarding the Retail Offer and its terms. The total number of new
Ordinary Shares to be issued pursuant to the Placing and the Retail Offer will
be such that no publication of a prospectus by Oxford Biomedica under the UK
Prospectus Regulation or the EU Prospectus Regulation is required.
Oxford Biomedica acknowledges that it is seeking to issue new Ordinary Shares
on a non-pre-emptive basis and therefore members of its Board of Directors and
senior management have consulted with the Company's major institutional
shareholders ahead of the release of this Announcement. Given the benefits of
the Transaction, the Company believes the structure, including the issue of
new Ordinary Shares on a non-pre-emptive basis, is very much aligned with
shareholder and other stakeholder interests. The Placing structure has been
chosen as it reduces both the complexity, cost and time of a pre-emptive
offering such as an open offer. The consultation has confirmed the Board's
view that the Placing is in the best interests of shareholders, as well as
wider stakeholders in the Company and will promote the success of the Company.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement. The Appendix to this Announcement sets out
further information relating to the terms and conditions of the Placing.
Unless otherwise stated, capitalised terms in this Announcement have the
meanings ascribed to them in the Appendix (which forms part of this
Announcement).
Investors who have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including the Appendices) and to
be making such offer on the terms and subject to the conditions herein, and to
be providing the representations, warranties, agreements, acknowledgements and
undertakings contained in Appendix 1.
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 (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 Firm Placing Shares and Admission 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.
Settlement for the Conditional Placing Shares and Admission 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 for the HSR requirements to be satisfied 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 Conditional Placing Shares.
Short Term Loan Facility
On 28 January 2022, the Company entered into a commitment letter and a fee
letter with funds managed by Oaktree, for a senior secured term loan facility
in an aggregate principal amount of US$85 million (£64 million).
The Company and Oaktree intend to enter into definitive agreements for the
Facility on or prior to completion of the Transaction and it is expected that
the definitive agreements will include: (i) usual and customary mandatory
prepayments, covenants and representations and warranties, (ii) a financial
covenant requiring the Company and its subsidiaries to maintain a minimum
level of liquidity (iii) usual and customary events of default and (iv)
customary expense reimbursement and an indemnity from the Company for the
benefit of Oaktree against any losses that Oaktree or its indemnified persons
may suffer or incur in certain circumstances.
The proceeds of the Facility can be used by the Company, together with the
Company's existing cash, to finance a portion of the purchase price of the
Transaction, pay transaction costs and for working capital and general
corporate purposes. The availability of the Facility will be subject to the
satisfaction by the Company of certain conditions precedent, including the
Transaction having been, or being concurrently with the initial borrowing
under the Facility, completed in all material respects in accordance with the
Equity Securities Purchase Agreement. The Company intends to draw down the
Facility to fund a portion of the purchase price of the Transaction.
The Facility will mature twelve months after the date of completion of the
Transaction and will not amortise, with the full aggregate principal amount of
the Facility being repayable on the final maturity date. The Company intends
to repay some or all of the drawn funds out of the proceeds of the Placing.
The Facility will be secured by substantially all of the present and
subsequently acquired assets of the Company and its wholly owned subsidiaries
and be guaranteed by the Company's wholly owned subsidiaries, with customary
exceptions. The interest rate under the Facility will be 8.50 per cent. per
annum, payable quarterly in cash or in kind as additional loan principal, at
the option of the Company. Voluntary prepayment and mandatory prepayment of
the Facility (including upon acceleration thereof) will be subject to scaling
exit fees on the principal amount of loans repaid, ranging from 0% to 0.75%
depending on the date of repayment.
Use of Proceeds
As at 31 December 2021 the Company had unaudited cash balances of
approximately £109 million, as detailed above the Company has also entered
into a commitment letter for short term debt financing of US$85 million (£64
million) with Oaktree which it expects to receive (net of transaction fees and
expenses) concurrently with completion of the Transaction. Subject to
Admission of the Firm Placing Shares, the net proceeds of the Firm Placing
will also be available to the Company prior to completion of the Transaction.
At completion, the net proceeds of the Firm Placing, the Short Term 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 Solutions' 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.
In the event that the Firm Placing completes but the Transaction does not the
Company will retain the net proceeds for working capital and general corporate
purposes.
The Company estimates that upon completion of the Transaction and the Placing
it will hold cash balances of approximately £100 million assuming full draw
down of the US$85 million (£64 million) Facility. The Facility is expected
to mature within 12 months from the date of completion of the Transaction.
This estimated cash balance of £100 million excludes the cash balance
associated with the US$50 million (£37 million) working capital injection
into Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business at
Completion.
Company Business Update and Recent Developments
Simultaneous to this announcement of the Transaction, John Dawson will step
down as CEO and current Chairman Roch Doliveux will become interim CEO.
Roch Doliveux has been integrally involved with Oxford Biomedica's strong
senior management team and has significant experience of running international
companies (including post-transaction integration), having previously been CEO
at UCB for ten years. John Dawson will remain a Board Director and Advisor to
the Company and the process to appoint a new CEO is underway.
The group continued its strong momentum across CDMO activities since H1 2021,
as set out below, and FY21 Group revenues are expected to be in line with
equity research analyst consensus4 (unaudited). The Group's closing cash
position at 31 December 2021 stood at approximately £109 million (unaudited).
· On 5 January 2022, Oxford Biomedica announced that it had signed
a new License and Supply Agreement with Cabaletta Bio, Inc. ("Cabaletta Bio")
granting Cabaletta Bio a non-exclusive license to Oxford Biomedica's
LentiVector platform for its application in Cabaletta Bio's leading Chimeric
AutoAntibody Receptor (CAAR) T programme, DSG3-CAART (targeting DSG3), and put
in place a multi-year Supply Agreement;
· On 13 December 2021, Oxford Biomedica announced that it had
signed a Licence and Supply Agreement with Arcellx, Inc. ("Arcellx") a
biotechnology company, developing novel, adaptive and controllable cell
therapies for the treatment of patients with cancer and autoimmune diseases.
The agreement grants Arcellx a non-exclusive licence to Oxford Biomedica's
LentiVector® platform for its application in select Arcellx CAR-T programmes
and puts in place a three-year Clinical Supply Agreement. Under the terms of
the agreement, Oxford Biomedica will receive payments related to the
development and manufacturing of lentiviral vectors for use in clinical
trials. Additionally, the agreement allows for payments to the Group for the
manufacture and supply of lentiviral vectors for commercial use;
· On 13 December 2021, Oxford Biomedica announced that Novartis
extended the terms of its initial commercial supply agreement to the end of
2028 and Oxford Biomedica regained the rights to its LentiVector® platform
relating to three CAR-T targets, including CD19 targeted therapies. As result
of the agreement Oxford Biomedica has the right to work with potential
pharmaceutical and biotech partners other than Novartis across all CAR-T
targets. In addition, under the terms of the new agreement Novartis has been
granted additional flexibility in ordering of GMP batches across Oxford
Biomedica's multiple GMP facilities but will no longer have a minimum order
commitment; and
· On 19 October 2021, Oxford Biomedica announced that Boehringer
Ingelheim had exercised its option to license Oxford Biomedica's lentiviral
vector technology to manufacture, register and commercialise BI 3720931, a
lentiviral vector-based gene therapy for the treatment of cystic fibrosis
(CF). Under the terms of the option and license agreement with Boehringer
Ingelheim, originally announced in August 2018, Oxford Biomedica received an
option exercise fee of £3.5 million. Oxford Biomedica is further entitled to
development, regulatory and sales milestones of up to a further £27.5
million, in addition to a tiered low single digit royalty on net sales of a CF
gene therapy product.
Furthermore, Oxford Biomedica is having ongoing discussions with other
potential partners including one at an advanced stage as well as ongoing
discussions with AstraZeneca on the potential extension of the current
18-month manufacturing agreement for the Oxford AstraZeneca COVID-19 Vaccine.
Related Party Transactions
Novo Holdings A/S, a strategic investor in the Company ("Novo Holdings") has
indicated its intention to subscribe for approximately £10 million 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 Placing Shares to Novo Holdings would be
classified as a related party transaction under the Listing Rules and, as
such, the Company may be required to obtain Shareholder approval for the
participation of Novo Holdings in the Placing and/or comply with the
additional provisions of Listing Rule 11.1.10. If Shareholder approval is
required 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. The Company will ensure that in the event that Novo Holdings is
allocated Firm Placing Shares that the value of any such shares does not
trigger the requirement for a Shareholder vote under Listing Rule 11.1.7. If
Shareholder approval is required for part of Novo Holdings' participation and
if the relevant resolution is not passed in respect of the participation in
the Placing by Novo Holdings, Peel Hunt and WG Partners will use reasonable
endeavours to reallocate the Placing Shares originally allocated to Novo
Holdings on closing of the bookbuilding process, in accordance with the terms
of the Placing Agreement and the terms and conditions set out in Appendix 1.
Dr. Roch Doliveux, the Company's Chairman and interim CEO, has indicated his
intention to invest not less than £1 million in the Placing. Due to his
position as director of the Company, Dr. Roch Doliveux is also deemed to be a
related party of the Company under Listing Rule 11.1.4A. Therefore, depending
on the final number of Placing Shares that Dr. Roch Doliveux may conditionally
subscribe for in the Placing, the Company may be required to comply with
additional provisions of Listing Rule 11.1.10.
Irrevocable Undertakings
Novo Holdings has irrevocably undertaken to vote, or procure the voting of,
the 8,253,000 Ordinary Shares in which it is interested (representing
approximately 9.6 per cent. of the issued share capital of the Company as at
the last practicable date prior to this Announcement) in favour of the
resolutions to be proposed at the General Meeting (except in relation to any
resolution that may be proposed to approve its participation in the
Conditional Placing where such participation is classified as a related party
transaction under the Listing Rules).
Vulpes has irrevocably undertaken to vote, or procure the voting of, the
9,270,809 Ordinary Shares in which it is interested (representing
approximately 10.8 per cent. of the issued share capital of the Company as at
the last practicable date prior to this Announcement) in favour of the
resolutions to be proposed at the General Meeting.
Serum Life Sciences Ltd has irrevocably undertaken to vote, or procure the
voting of, the 3,382,950 Ordinary Shares in which it is interested
(representing approximately 3.9 per cent. of the issued share capital of the
Company as at the last practicable date prior to this Announcement) in favour
of the resolutions to be proposed at the General Meeting.
Lansdowne Partners (UK) LLP has irrevocably undertaken to vote, or procure the
voting of, the 1,293,037 Ordinary Shares in which it is interested
(representing approximately 1.5 per cent. of the issued share capital of the
Company as at the last practicable date prior to this Announcement) in favour
of the resolutions to be proposed at the General Meeting.
Dr. Roch Doliveux, John Dawson, Stuart Paynter, Stuart Henderson, Dr. Michael
Hayden, Dr. Heather Preston and Dr. Siyamak Rasty (being those Directors who
hold Ordinary Shares) have irrevocably undertaken to vote in favour of the
resolutions to be proposed at the General Meeting in respect of their holdings
of Ordinary Shares, amounting to 241,327 Ordinary Shares in aggregate
(representing approximately 0.3 per cent. of the issued share capital of the
Company as at the last practicable date prior to this Announcement).
Notice of General Meeting
In connection with the Conditional Placing, the Company will publish and send
a circular to its shareholders (the "Circular") containing a notice convening
a general meeting of the Company (the "General Meeting"). At the General
Meeting, Shareholder approval will be sought for authority to allot the
Conditional Placing Shares and to disapply pre-emption rights in connection
with such issue. If Shareholder approval is also required for Novo Holdings'
participation in the Conditional Placing that will also be sought at the
General Meeting. The Company expects to publish the circular within 3 weeks
following the date of this Announcement.
Indicative timetable
The following time and dates are indicative and subject to change.
Announcement of the Transaction, the Firm Placing and the Conditional Placing 7.00 a.m. 28 January 2022
Announcement of the results of the Firm Placing and the Conditional Placing By 06:30 p.m. 28 January 2022
Completion of the Firm Placing and Admission of the Firm Placing Shares 4 February 2022
Publication and dispatch of the Circular (including notice of General Meeting) mid-February 2022
General Meeting early-March 2022
Completion of the Transaction Week commencing 7 March 2022
Completion of the Conditional Placing and Admission of the Conditional Placing On or around 11 March 2022
Shares (see note below)
Note: The estimated date for completion of the Conditional Placing and
Admission will be dependent on the time it takes for the HSR requirements to
be satisfied and the date that the Company posts a circular to its
shareholders convening the General Meeting. Further announcements will be made
through a Regulatory Information Service as required.
The exchange rate used for the conversion of USD into GBP is US$1:£0.7478,
derived from Bloomberg FX Fixings Spot Exchange Rate as at 6.00 p.m. on the
last practicable date.
This announcement is made in accordance with the Group's disclosure
obligations pursuant to Chapter 10 of the Listing Rules.
-Ends-
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below and the Appendices to this Announcement (which form part of this
Announcement) which sets out the terms and conditions of the Placing. Persons
who have chosen to participate in the Placing, by making an oral or written
offer to acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including the Appendices) and to be making
such offer on the terms and subject to the conditions herein, and to be
providing the representations, warranties, agreements, confirmations,
acknowledgements and undertakings contained in the Appendices.
Oxford Biomedica Analyst briefing:
Oxford Biomedica's management team will host a briefing for analysts via
conference call and webcast at 14:00 GMT (9:00 ET) today, 28 January 2022.
Please contact oxfordbiomedica@consilium-comms.com for details.
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
(http://www.oxb.com)
This Announcement is released by Oxford Biomedica plc and 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 ("MAR"), and is disclosed in accordance with the Company's
obligations under Article 17 of MAR. For the purposes of MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended, the person responsible for arranging for the release of this
Announcement on behalf of the Company is Stuart Paynter, Chief Financial
Officer.
About Homology
Homology Medicines Inc. is a clinical-stage genetic medicines company
dedicated to transforming the lives of patients suffering from rare diseases
by addressing the underlying cause of the disease. The Company's clinical
programs include HMI-102, an investigational gene therapy for adults with
phenylketonuria ("PKU"); HMI-103, a gene editing candidate for PKU; and
HMI-203, an investigational gene therapy for Hunter syndrome. Additional
programs focus on metachromatic leukodystrophy ("MLD"), paroxysmal nocturnal
hemoglobinuria ("PNH") and other diseases. Homology's proprietary platform is
designed to utilize its family of 15 human hematopoietic stem cell-derived
adeno-associated virus vectors ("AAVHSCs") to precisely and efficiently
deliver genetic medicines in vivo through a gene therapy or nuclease-free gene
editing modality, as well as to deliver one-time gene therapy to produce
antibodies throughout the body through the GTx-mAb platform. Homology has a
management team with a successful track record of discovering, developing and
commercializing therapeutics with a focus on rare diseases. Homology believes
its initial clinical data and compelling preclinical data, scientific and
product development expertise, internal manufacturing capabilities and broad
intellectual property position the Company as a leader in genetic medicines.
For more information, visit www.homologymedicines.com
(http://www.homologymedicines.com) .
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Australia, Canada, Japan, New Zealand or the Republic of South Africa
or to any persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant securities laws of
such jurisdiction. This Announcement is for information purposes only and does
not constitute an offer to sell or issue, or the solicitation of an offer to
buy, acquire or subscribe for any shares in the capital of the Company in the
United States, Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other state or jurisdiction in which such offer or solicitation
is not authorised or to any person to whom it is unlawful to make such offer
or solicitation. Any failure to comply with these restrictions may constitute
a violation of securities laws of such jurisdictions. The Placing Shares have
not been, and will not be, registered under the US Securities Act of 1933, as
amended (the "US Securities Act"), or under any securities laws of any state
or other jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or into the
United States except pursuant to an applicable exemption from the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States.
There is no intention to register any portion of the Placing in the United
States or to conduct any public offering of securities in the United States or
elsewhere. All offers of Placing Shares will be made pursuant to an exemption
under Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") and under
Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus
Regulation"), in each case as amended from time to time, from the requirement
to produce a prospectus. No prospectus will be made available in connection
with the matters contained in this Announcement and no such prospectus is
required (in accordance with the EU Prospectus Regulation and the UK
Prospectus Regulation) to be published. Persons needing advice should consult
an independent financial adviser.
Members of the public are not eligible to take part in the Placing. This
Announcement and the terms and conditions set out in Appendix 1 are for
information purposes only and are 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 the EU Prospectus Regulation, (B) persons in the
United Kingdom who are "qualified investors" within the meaning of the UK
Prospectus Regulation, 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
must not be acted on or relied on by persons who are not Relevant Persons.
The distribution of this Announcement (including the Appendices) and the
offering of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, and/or Peel Hunt LLP ("Peel
Hunt") and/or WG Partners LLP ("WG") that would permit an offering of such
shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company, Peel Hunt and WG to inform
themselves about, and to observe, such restrictions.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA"), by a person authorised under FSMA. This Announcement is
being distributed to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively as financial
adviser to Oxford Biomedica and no one else in connection with the Transaction
and will not be responsible to anyone other than Oxford Biomedica for
providing the protections afforded to clients of Evercore nor for providing
advice in connection with the matters referred to herein. Neither Evercore nor
any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Evercore in connection with any matter referred to herein or
otherwise. Apart from the responsibilities and liabilities, if any, which may
be imposed on Evercore by FSMA, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal, void or
unenforceable, neither Evercore nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this Announcement,
and no representation, express or implied, is made by it, or purported to be
made on its behalf, in relation to any matter referred to herein, including
its accuracy, completeness or verification, or any other statement made or
purported to be made by it, or on its behalf, in connection with Oxford
Biomedica or the matters described in this Announcement. To the fullest extent
permitted by applicable law, Evercore and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which it or they might otherwise have in
respect of this Announcement or any statement contained herein.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
by Peel Hunt or WG or any directors of the Company, or by any of their
respective partners, directors, officers, employees, advisers, consultants,
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
any interested person or its advisers, and any liability therefor is expressly
disclaimed. None of the information in this Announcement has been
independently verified or approved by Peel Hunt, WG or any of their respective
partners, directors, officers, employees, advisers, consultants, affiliates or
agents. Save for any responsibilities or liabilities, if any, imposed on Peel
Hunt or WG by FSMA or by the regulatory regime established under it, no
responsibility or liability is accepted by Peel Hunt, WG or any of their
respective partners, directors, officers, employees, advisers, consultants,
affiliates or agents for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement or from any
acts or omissions of the Company in relation to the Placing.
Peel Hunt and WG, which are authorised and regulated in the United Kingdom by
the FCA, are acting solely for the Company and no-one else in connection with
the transactions and arrangements described in this Announcement and will not
regard any other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described in this
Announcement. Neither Peel Hunt, WG nor their respective partners, directors,
officers, employees, advisers, consultants, affiliates or agents are
responsible to anyone other than the Company for providing the protections
afforded to clients of either bank or for providing advice in connection with
the contents of this Announcement or for any other matters referred to herein.
Cautionary statements
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. The information contained
in this Announcement is subject to change without notice and except as
required by applicable law or regulation (including to meet the requirements
of the Listing Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the
Company expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statements are based. Statements contained in this Announcement regarding
past trends or activities should not be taken as a representation that such
trends or activities will continue in the future. You should not place undue
reliance on forward-looking statements, which speak only as of the date of
this Announcement.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decisions to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by Peel Hunt or WG.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. Each of the UK Target
Market Assessment and the EU Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, Peel Hunt and
WG have only procured investors who meet the criteria of professional clients
and eligible counterparties, each as defined under COBS or MiFID II, as
applicable.
For the avoidance of doubt, neither the UK Target Market Assessment nor the EU
Target Market Assessment constitutes: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or
MiFID II, as applicable; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX 1: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO 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.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX 1 ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") 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")
("QUALIFIED INVESTORS"); AND
(B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF THE UK VERSION OF THE EU PROSPECTUS REGULATION (THE "UK PROSPECTUS
REGULATION") WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE
"ORDER")(INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC)
OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED,
(ALL SUCH PERSONS LISTED IN (A) OR (B) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. PERSONS (INCLUDING,
WITHOUT LIMITATION, CUSTODIANS, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL
OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK
APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS
TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY RESTRICTIONS RELATING TO THE
PUBLICATION, RELEASE OR DISTRIBUTION OF THIS ANNOUNCEMENT. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX 1 AND THE TERMS AND CONDITIONS SET
OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS
ANNOUNCEMENT 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.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT TO QUALIFIED INSTITUTIONAL
BUYERS ("QIBS", AS THE TERM IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE
WILL BE NO PUBLIC OFFER OF THE SECURITIES WITHIN THE MEANING OF SECTION
4(A)(2) OF THE SECURITIES ACT MADE IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE
UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.
NO PROSPECTUS HAS BEEN PREPARED OR FILED WITH ANY SECURITIES COMMISSION OR
OTHER SECURITIES REGULATORY AUTHORITIES IN ANY JURISDICTION IN CANADA IN
CONNECTION WITH THE OFFER OR SALE OF THE PLACING SHARES. ANY OFFER AND SALE OF
THE PLACING SHARES IN CANADA IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY
AND PURSUANT TO AN EXEMPTION FROM THE REQUIREMENT THAT THE COMPANY PREPARES
AND FILES A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. ANY RESALE
OF THE PLACING SHARES IN CANADA MUST BE MADE IN ACCORDANCE WITH APPLICABLE
CANADIAN SECURITIES LAWS, WHICH MAY VARY DEPENDING ON THE RELEVANT
JURISDICTION, AND WHICH MAY REQUIRE RESALES TO BE MADE IN ACCORDANCE WITH
CANADIAN PROSPECTUS REQUIREMENTS, A STATUTORY EXEMPTION FROM THE PROSPECTUS
REQUIREMENTS, IN A TRANSACTION EXEMPT FROM THE PROSPECTUS REQUIREMENTS OR
OTHERWISE UNDER A DISCRETIONARY EXEMPTION FROM THE PROSPECTUS REQUIREMENTS
GRANTED BY THE APPLICABLE LOCAL CANADIAN SECURITIES REGULATORY AUTHORITY.
THESE RESALE RESTRICTIONS MAY UNDER CERTAIN CIRCUMSTANCES APPLY TO RESALES OF
THE PLACING SHARES OUTSIDE OF CANADA. THERE WILL BE NO PUBLIC OFFERING OF THE
PLACING SHARES IN CANADA. THIS ANNOUNCEMENT DOES NOT CONTAIN ALL OF THE
INFORMATION THAT WOULD NORMALLY APPEAR IN A PROSPECTUS UNDER APPLICABLE
CANADIAN SECURITIES LAWS. NO SECURITIES COMMISSION OR SIMILAR REGULATORY
AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THIS ANNOUNCEMENT
OR THE MERITS OF THE PLACING SHARES. ANY REPRESENTATION TO THE CONTRARY IS AN
OFFENCE. THIS ANNOUNCEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE
CONSTRUED AS, A PROSPECTUS, AN OFFERING MEMORANDUM, AN ADVERTISEMENT, A
SOLICITATION TO PURCHASE, A PUBLIC OFFERING OF THE PLACING SHARES IN CANADA.
NO OFFER AND SALE OF PLACING SHARES IS OR WILL BE MADE IN CANADA, EXCEPT TO
PERSONS WHO ARE: (A) AN "ACCREDITED INVESTOR" AS DEFINED IN SECTION 1.1 OF
NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION
73.3(1) OF THE SECURITIES ACT (ONTARIO) (THE "OSA"), AS APPLICABLE, AND ARE
EITHER PURCHASING THE PLACING SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR
ARE DEEMED TO BE PURCHASING THE PLACING SHARES AS PRINCIPAL FOR ITS OWN
ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS AND NOT AS
AGENT FOR THE BENEFIT OF ANOTHER PERSON OR AS TRUSTEE, FOR INVESTMENT ONLY AND
NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (B) NOT CREATED OR BEING USED
SOLELY TO PURCHASE OR HOLD THE PLACING SHARES AS AN ACCREDITED INVESTOR UNDER
NI 45-106; (C) A "PERMITTED CLIENT" AS DEFINED IN SECTION 1.1 OF NATIONAL
INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING
REGISTRANT OBLIGATIONS ("NI 31-103") THAT IS NOT AN INDIVIDUAL; AND (D) IS
RESIDENT IN EITHER THE PROVINCE OF ALBERTA, BRITISH COLUMBIA, ONTARIO OR
QUEBEC AND ENTITLED UNDER APPLICABLE CANADIAN SECURITIES LAWS, INCLUDING THE
SECURITIES LAWS APPLICABLE TO SUCH PROVINCE, TO PURCHASE THE PLACING SHARES
WITHOUT THE BENEFIT OF A PROSPECTUS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
The Placees will be deemed: (i) to have read and understood this Announcement,
including the Appendices, in its entirety; and (ii) to be participating and
making an offer for Placing Shares on the terms and conditions and to be
providing the representations, warranties, acknowledgements and undertakings,
contained in this Appendix 1.
In particular each such Placee represents, warrants, undertakes, agrees and
acknowledges (as the case may be) that:
1. it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its business;
2. in the case of a Placee in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a 'Qualified Investor' within
the meaning of Article 2(e) of the UK Prospectus Regulation;
(b) in the case of any Placing Shares
acquired by it as a 'financial intermediary', as that term is used in Article
5(1) of the UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in the United Kingdom other than
'Qualified Investors' (within the meaning of Article 2(e) of the UK Prospectus
Regulation) or in circumstances in which the prior consent of the Joint
Bookrunners have been given to the offer or resale;
(ii) where Placing Shares have been acquired by it
on behalf of persons in the United Kingdom other than 'Qualified Investors'
(within the meaning of Article 2(e) of the UK Prospectus Regulation), the
offer of those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
3. in the case of an investor in a member state of the
EEA ("Member State") who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the
meaning of Article 2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares
acquired by it as a financial intermediary, as that term is used in in Article
5(1) of the EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in any Member State other than
Qualified Investors or in circumstances in which the prior consent of the
Bookrunners have been given to the offer or resale; and
(ii) where Placing Shares have been acquired by it
on behalf of persons in any Member State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons; and
4. it is (and, if it is acquiring the Placing Shares for
the account of one or more other persons, such persons are) and, at the time
the Placing Shares are acquired, will be either (i) outside the United States
and acquiring the Placing Shares in an "offshore transaction" as defined in
and pursuant to Regulation S under the Securities Act or (ii) if in the United
States, a QIB and acquiring Placing Shares in a transaction that is exempt
from the registration requirements set out under the Securities Act; and
5. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it has authority to exercise, and is exercising, investment discretion
and has the authority to make and does make the representations, warranties,
indemnities, acknowledgements, undertakings and agreements contained in this
Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Joint
Bookrunners.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Investors and prospective
investors should conduct their own investigation, analysis and evaluation of
the business and data described in this Announcement. The price and value of
securities can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be construed
as legal, business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the LSE and will be listed on the
premium segment of the Official List.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Details of the Placing Agreement, the Placing Shares and the Bookbuild
The Joint Bookrunners are acting as joint bookrunners in connection with the
Placing and have entered into the Placing Agreement with the Company under
which, subject to the conditions set out in that agreement, they have agreed
to use their respective reasonable endeavours to procure Placees to take up
the Placing Shares, on the terms and subject to the conditions set out
therein. The exact number of the Placing Shares to be allocated and issued to
each Placee, and the Placing Price, shall be determined by the Company and the
Joint Bookrunners following completion of an accelerated book building process
to determine demand for participation in the Placing by the Placees (the
"Bookbuild"). The Placing is not underwritten.
The Joint Bookrunners will today commence the Bookbuild. This Appendix 1 gives
details of the terms and conditions of, and the mechanics of participation in,
the Placing. No commissions will be paid to Placees or by Placees in respect
of any Placing Shares.
The Company and the Joint Bookrunners shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their absolute
discretion determine.
The Placing Shares will, as from the date when they are issued and are fully
paid up, rank in full for all dividends and other distributions declared, made
or paid on the Ordinary Shares after the date of Admission and otherwise rank
pari passu in all respects with, and be identical to, the existing Ordinary
Shares then in issue and are issued free from all claims, charges, liens and
encumbrances.
As a term of the Placing, the Company has agreed that it will not allot,
issue, offer, sell, transfer, create any encumbrance over or otherwise dispose
of, directly or indirectly, any Ordinary Shares (other than the Placing
Shares) for a period ending on the date falling 180 days after Admission
without the prior written consent of the Joint Bookrunners. This agreement is
subject to certain exceptions and does not prevent the (i) grant or exercise
of options under any of the Company's existing employee share schemes, or (ii)
the issue of Ordinary Shares in a private transaction to any strategic
investor in the life sciences industry in connection with licence or
collaboration agreements entered into by the Company and such strategic
investor up to a maximum of 10 per cent. of the Company's outstanding share
capital at such time.
Application for listing and admission to trading
Application will be made to the FCA for the admission of the Placing Shares to
the premium listing segment of the Official List and the LSE for admission to
trading on its main market for listed securities.
It is expected that Admission of the Firm Placing Shares will become effective
at or around 8.00 a.m. (London time) on or around 4 February 2022 and that
dealings in the Firm Placing Shares will commence at that time.
It is expected that Admission of the Conditional Placing Shares will become
effective at or around 8.00 a.m. (London time) on or around 11 March 2022 and
that dealings in the Conditional Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing
severally, and not jointly, nor jointly and severally, as joint bookrunners
and placing agents of the Company for the purpose of procuring Placees at the
Placing Price (as defined above) for the Placing Shares.
2. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited to participate by the Joint
Bookrunners. In connection with the Placing, each of the Joint Bookrunners, or
any of their respective affiliates, may take up a portion of the Placing
Shares as a principal position and in that capacity may retain, purchase,
sell, offer to sell for its own account such Placing Shares and/or related
instruments in connection with the Placing or otherwise. Accordingly,
references in this Announcement to the Placing Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or dealing by the
Joint Bookrunners, or any of their respective affiliates, acting as investors
for their own accounts. Except as required by legal or regulatory obligations
to do so, Peel Hunt and WG Partners do not propose to make any disclosure in
relation to the extent of any such investments or transactions.
3. The number of Placing Shares and the Placing Price
will be agreed by the Joint Bookrunners and the Company following completion
of the Bookbuild. The number of Placing Shares to be issued will be announced
on a regulatory information service ("RIS") following the completion of the
Bookbuild (the "Placing Results Announcement").
4. Allocations of the Placing Shares will be determined
by the Joint Bookrunners and the Company (the proposed allocations having been
supplied by the Joint Bookrunners to the Company in advance of such
determination). Allocations will be confirmed orally by the Joint Bookrunners
and a trade confirmation will be despatched as soon as possible thereafter. A
Joint Bookrunner's oral confirmation to such Placee constitutes an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of the Joint Bookrunners and the Company, to acquire the
number of Placing Shares allocated to it and to pay the Placing Price in
respect of such shares on the terms and conditions set out in this Appendix 1
and in accordance with the Company's articles of association. Except with the
Joint Bookrunners' consent, such commitment will not be capable of variation
or revocation after the time at which it is submitted. The Joint Bookrunners
and the Company reserve the right to scale back or otherwise reallocate the
number of Placing Shares to be allotted to any Placee in circumstances where
shareholder approval is required for any Placee's participation in the
Placing, as set out under the heading, "Related Party Transactions" in this
Announcement.
5. The Bookbuild is expected to close no later than 6.30
p.m. (London time) on 28 January 2022, but may be closed earlier or later at
the Joint Bookrunners' discretion. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the Bookbuild has
closed.
6. Each Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by the Joint Bookrunners.
The terms of this Appendix 1 will be deemed incorporated in that contract
note.
7. (A) Irrespective of the time at which a
Placee's allocation pursuant to the Placing is confirmed, settlement for all
Firm Placing Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under "Registration and
settlement".
(B) Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Conditional Placing Shares to
be acquired pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and settlement".
8. All obligations of the Joint Bookrunners under the
Bookbuild and the Placing will be subject to fulfilment of the conditions
referred to below under "Conditions of the Firm Placing" and "Conditions of
the Conditional Placing" (as applicable) and to the Placing not being
terminated on the basis referred to below under "Right to terminate under the
Placing Agreement - Firm Placing" and "Right to terminate under the Placing
Agreement - Conditional Placing" (as applicable).
9. By participating in the Bookbuild and the Placing,
each Placee will agree that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below under "Right
to terminate under the Placing Agreement" - Firm Placing" and "Right to
terminate under the Placing Agreement - Conditional Placing" (as applicable)
and will not be capable of rescission or termination by the Placee.
10. To the fullest extent permissible by law, neither the
Joint Bookrunners, nor the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither the Joint Bookrunners, nor the
Company, nor any of their respective affiliates, agents, directors, officers
or employees shall have any responsibility or liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect of the
Joint Bookrunners' conduct of the Bookbuild and the Placing or of such
alternative method of effecting the Placing as the Joint Bookrunners and the
Company may determine.
11. Each of the Joint Bookrunners and the Company expressly
reserve the right to modify the Placing (including, without limitation, its
timetable and settlement) at any time before allocations of Placing Shares are
determined.
Conditions of the Firm Placing
The Firm Placing is conditional upon the Placing Agreement becoming
unconditional in respect of the Firm Placing and not having been terminated in
accordance with its terms. The Joint Bookrunners' obligations under the
Placing Agreement are conditional on, inter alia:
12. publication of an announcement by the Company giving
details of the results of the Placing, through a RIS, by no later than 8:00
a.m. on 31 January 2022 following execution of the term sheet as provided for
in the Placing Agreement;
13. Admission of the Firm Placing Shares occurring at or
before 8:00 a.m. (London time) on 4 February 2022;
14. in the good faith opinion of the Joint Bookrunners, no
material adverse change occurring (whether or not foreseeable at the date of
this Announcement);
15. in the good faith opinion of the Joint Bookrunners, none
of the warranties of the Company contained in the Placing Agreement being
untrue, inaccurate or misleading at the date of the Placing Agreement or at
Admission of the Firm Placing Shares, by reference to the facts and
circumstances from time to time subsisting;
16. the Company not being in breach of any of its
obligations under the Placing Agreement which fall to be performed prior to
Admission, the consequences of which in the good faith opinion of the Joint
Bookrunners are material in the context of the Placing;
The Joint Bookrunners shall, acting together and in their absolute discretion,
be entitled to waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to certain conditions relevant to
the Firm Placing in the Placing Agreement. Any such extension or waiver will
not affect Placees' commitments as set out in this Announcement.
If: (i) any of the conditions relevant to the Firm Placing contained in the
Placing Agreement, including those described above are not fulfilled or (where
permitted) waived by the Joint Bookrunners by the relevant time or date where
specified (or, in each case, such later time and/or date as the Company and
the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated
in the circumstances specified below in relation to the Firm Placing, the Firm
Placing and the Conditional Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by it
in respect thereof.
Neither the Company, the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive, or to extend the time and/or date for the satisfaction of, any
condition relevant to the Firm Placing in the Placing Agreement nor in respect
of any decision they may make as to the satisfaction of any condition relevant
to the Firm Placing or in respect of the Firm Placing generally and by
participating in the Firm Placing each Placee agrees that any such decision is
within the absolute discretion of the Company and the Joint Bookrunners.
Conditions of the Conditional Placing
The Conditional Placing is conditional upon the Placing Agreement becoming
unconditional in respect of the Conditional Placing and not having been
terminated in accordance with its terms. The Joint Bookrunners' obligations
under the Placing Agreement in respect of the Conditional Placing are
conditional on, inter alia:
17. publication of an announcement by the Company giving
details of the results of the Placing, through a RIS, by no later than 8:00
a.m. on 31 January 2022 following execution of the term sheet as provided for
in the Placing Agreement;
18. Admission of the Conditional Placing Shares occurring at
or before 8:00 a.m. (London time) on or around 11 March 2022;
19. in the good faith opinion of the Joint Bookrunners, no
material adverse change occurring (whether or not foreseeable at the date of
this Announcement);
20. in the good faith opinion of the Joint Bookrunners, none
of the warranties of the Company contained in the Placing Agreement being
untrue, inaccurate or misleading at the date of the Placing Agreement or at
Admission of the Conditional Placing Shares, by reference to the facts and
circumstances from time to time subsisting;
21. the Company not being in breach of any of its
obligations under the Placing Agreement which fall to be performed prior to
Admission of the Conditional Placing Shares, the consequences of which in the
good faith opinion of the Joint Bookrunners are material in the context of the
Placing;
22. the passing of the resolutions (but not any resolution
required to approve a related party transaction) at the General Meeting,
without any amendment not approved by the Joint Bookrunners; and
23. the Transaction having been completed.
The Joint Bookrunners shall, acting together and in their absolute discretion,
be entitled to waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to certain conditions relevant to
the Conditional Placing in the Placing Agreement. Any such extension or waiver
will not affect Placees' commitments as set out in this Announcement.
If at any time (including after Admission of the Firm Placing Shares): (i) any
of the conditions relevant to the Conditional Placing contained in the Placing
Agreement relating to the Conditional Placing, including those described above
are not fulfilled or (where permitted) waived by the Joint Bookrunners by the
relevant time or date where specified (or, in each case, such later time
and/or date as the Company and the Joint Bookrunners may agree); or (ii) the
Placing Agreement is terminated in the circumstances specified below in
relation to the Conditional Placing, the Conditional Placing will lapse and
the Placees' rights and obligations hereunder in relation to the Conditional
Placing Shares shall cease and terminate at such time and each Placee agrees
that no claim can be made by it in respect thereof.
Neither the Company, the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive, or to extend the time and/or date for the satisfaction of, any
condition relevant to the Conditional Placing in the Placing Agreement nor in
respect of any decision they may make as to the satisfaction of any condition
relevant to the Conditional Placing or in respect of the Conditional Placing
generally and by participating in the Conditional Placing each Placee agrees
that any such decision is within the absolute discretion of the Company and
the Joint Bookrunners.
Right to terminate under the Placing Agreement - Firm Placing
The Joint Bookrunners (acting jointly) in their absolute discretion may
terminate their obligations under the Placing Agreement (in respect of both
the Firm Placing and the Conditional Placing) by notice to the Company, in
each case if at any time prior to Admission of the Firm Placing Shares, inter
alia:
24. in the good faith opinion of the Joint Bookrunners, any
of the warranties given by the Company in the Placing Agreement are not true
or accurate or have become misleading;
25. there shall have been any material adverse change
(whether or not foreseeable at the date of the Placing Agreement), the effect
of which, in the good faith opinion of the Joint Bookrunners, makes it
impractical or inadvisable to proceed with the Firm Placing; or
26. the occurrence of one or more specified adverse
macro-economic changes, suspension or material limitation in the London Stock
Exchange's main market for listed securities of trading in any securities of
the Company or a general moratorium on commercial banking activities in London
or New York which, in the good faith opinion of the Joint Bookrunners, would
make it impractical or inadvisable to proceed.
Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by any of the
Joint Bookrunners of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of such Joint
Bookrunner and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or failure to exercise.
Right to terminate under the Placing Agreement - Conditional Placing
The Joint Bookrunners (acting jointly) in their absolute discretion may
terminate their obligations under the Placing Agreement by notice to the
Company, in each case if at any time prior to Admission of the Conditional
Placing Shares (including, for the avoidance of doubt during the period after
Admission of the Firm Placing Shares), inter alia:
27. in the good faith opinion of the Joint Bookrunners, any
of the warranties given by the Company in the Placing Agreement are not true
or accurate or have become misleading;
28. there shall have been any material adverse change
(whether or not foreseeable at the date of the Placing Agreement), the effect
of which, in the good faith opinion of the Joint Bookrunners, makes it
impractical or inadvisable to proceed with the Firm Placing; or
29. the occurrence of one or more specified adverse
macro-economic changes, suspension or material limitation in the London Stock
Exchange's main market for listed securities of trading in any securities of
the Company or a general moratorium on commercial banking activities in London
or New York which, in the good faith opinion of the Joint Bookrunners, would
make it impractical or inadvisable to proceed.
Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by any of the
Joint Bookrunners of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of such Joint
Bookrunner and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or failure to exercise.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require a
prospectus in the UK. No offering document or prospectus has been or will be
submitted to be approved by the FCA in relation to the Placing and Placees'
commitments will be made solely on the basis of their own assessment of the
Company, the Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained in this
Announcement (including the Appendices), and subject to the further terms set
forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including the Appendices) and all other publicly
available information previously published by the Company by notification to a
RIS is exclusively the responsibility of the Company and confirms that it has
neither received nor relied on any other information, representation, warranty
or statement made by or on behalf of the Company or any of the Joint
Bookrunners or any other person and none of the Company or the Joint
Bookrunners nor any other person will be liable for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BDFBVT43)
following Admission will take place within the CREST system. Subject to
certain exceptions, the Joint Bookrunners and the Company reserve the right to
require settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees in certificated form or by such other means that they deem
necessary if delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a contract note in accordance with
the standing arrangements in place with the relevant Joint Bookrunner stating
the number of Placing Shares allocated to it at the Placing Price and
settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions in respect of the
Placing Shares that it has in place with the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by
Peel Hunt as agent for the Company and Peel Hunt will enter its delivery
instruction into the CREST system. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement in respect of (i) the Firm Placing Shares will
be on 4 February 2022 and in respect of (ii) the Conditional Placing Shares
will be on or around 11 March 2022, in each case in accordance with the
instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of four
percentage points above the Bank of England's base rate from time to time but
4% per year for any period during which that base rate is below zero.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Joint Bookrunners' account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. By communicating a
bid for Placing Shares, each Placee confers on the Joint Bookrunners all such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the Joint Bookrunners lawfully take in
pursuance of such sale. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be required to
bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties) or other similar taxes imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners (in their
capacity as bookrunners and agents of the Company, in each case as a
fundamental term of their application for Placing Shares) that:
30. it has read and understood this Announcement, including
the Appendices, in its entirety and that its acquisition of Placing Shares is
subject to, and based upon, all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein;
31. no offering document or prospectus has been or will be
prepared in connection with the Placing and it has not received and will not
receive a prospectus or other offering document in connection with the
Bookbuild, Placing or the Placing Shares;
32. the Placing does not constitute a recommendation or
financial product advice and neither of the Joint Bookrunners have had regard
to its particular objectives, financial situation or needs;
33. none of the Joint Bookrunners, the Company or any of
their respective affiliates, agents, directors, officers or employees has
provided, nor will any such person provide, it with any material regarding the
Placing Shares or the Company other than this Announcement; nor has it
requested any of the Joint Bookrunners, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide it with
any such information;
34. the Ordinary Shares are listed on the premium segment of
the Official List and the Company is therefore required to publish certain
business and financial information in accordance with the rules and practices
of the FCA, which includes a description of the Company's business and the
Company's financial information, including balance sheets and income
statements, and that it is able to obtain or access such information, or
comparable information concerning other publicly traded companies, in each
case without undue difficulty;
35. the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Joint Bookrunners, nor
their respective affiliates or any person acting on behalf of any of them, has
or shall have any liability for any information, representation or statement
contained in, or omission from, this Announcement or any information
previously published by or on behalf of the Company, including, without
limitation, any information required to be published by the Company pursuant
to applicable laws, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing itself to
acquire Placing Shares is contained in this Announcement and any information
previously published by the Company by notification to a RIS, such information
being all that such Placee deems necessary or appropriate and sufficient to
make an investment decision in respect of the Placing Shares and that it has
not requested, received or relied on any other information given, or
representations, warranties or statements made, by any of the Joint
Bookrunners or the Company nor any of their respective affiliates, agents,
directors, officers or employees and none of the Joint Bookrunners or the
Company or any such affiliate, agent, director, officer or employee will be
liable for any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;
36. it may not rely, and has not relied, on any
investigation that any of the Joint Bookrunners, any of their affiliates or
any person acting on their behalf, may have conducted with respect to the
Placing Shares or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company or the Placing
Shares; each Placee further acknowledges that it has conducted its own
investigation of the Company and the Placing Shares and has received all
information it believes necessary or appropriate in connection with its
investment in the Placing Shares;
37. it has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic considerations
relevant to its investment in the Placing Shares;
38. none of the Joint Bookrunners, their respective
affiliates or any person acting on behalf of any of them has or shall have any
liability for any information made publicly available by or in relation to the
Company or any representation, warranty or statement relating to the Company
or the Group contained therein or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
39. in making any decision to acquire Placing Shares it (i)
has such knowledge and experience in financial, business and international
investment matters as is required to be capable of evaluating the merits and
risks of subscribing for or purchasing the Placing Shares, (ii) will not look
to any of the Joint Bookrunners for all or part of any loss it may suffer as a
result of any such subscription or purchase, (iii) is experienced in investing
in securities of this nature in this sector and is aware that it may be
required to bear, and is able to bear, the economic risk of an investment in
the Placing Shares, (iv) is able to sustain a complete loss of an investment
in the Placing Shares and (v) has no need for liquidity with respect to its
investment in the Placing Shares. It further confirms that it has relied on
its own examination and due diligence of the Company and its associates taken
as a whole, and the terms of the Placing, including the merits and risks
involved, and not upon any view expressed or information provided by or on
behalf of the Joint Bookrunners;
40. neither it is, nor the beneficial owners of the Placing
Shares are, and at the time the Placing Shares are acquired, will be, a
resident of or otherwise located in Australia, Canada, Japan, New Zealand or
South Africa and further acknowledges that the Placing Shares have not been
and will not be registered under the securities legislation of Australia,
Canada, Japan, New Zealand or South Africa and, subject to certain exceptions,
may not be offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into any of those jurisdictions;
41. the Placing Shares have not been and will not be
registered, and that a prospectus will not be cleared in respect of any of the
Placing Shares, under the securities laws or legislation of the United States
or any state or jurisdiction thereof, Australia, Canada, Japan, New Zealand or
South Africa and, subject to certain exceptions, may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into those
jurisdictions;
42. that the issue to it, or the person specified by it for
registration as holder, of Placing Shares will not give rise to a liability
under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
43. it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and any
related or similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect thereof (the
"Regulations") and the Money Laundering Sourcebook of the FCA and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations;
44. it is acting as principal only in respect of the Placing
or, if it is acting for any other person: (i) it is duly authorised to do so
and has full power to make the acknowledgments, warranties, representations,
undertakings, and agreements herein on behalf of each such person; and (ii) it
is and will remain liable to the Company and/or the Joint Bookrunners for the
performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person) provided that
where the Placee is acting in its capacity as a discretionary investment
manager on behalf of its underlying clients (who include individuals and/or
retail clients), then it is the discretionary investment manager that is to be
regarded as the Placee for the purpose of the terms and conditions set out in
this Appendix 1 and not the underlying client and, for the avoidance of doubt,
the representations and warranties given are to be taken as made by the Placee
itself and not their underlying client;
45. if in a Member State, unless otherwise specifically
agreed with the Joint Bookrunners in writing, that it is a "Qualified
Investor" within the meaning of Article 2(e) of the EU Prospectus Regulation;
46. if a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation, the Placing Shares purchased by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in a Member State other than Qualified Investors, or in circumstances in which
the prior consent of the Joint Bookrunners has been given to the offer or
resale;
47. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any Member State within the meaning of the
EU Prospectus Regulation;
48. if in the United Kingdom, that it is a "Qualified
Investor" for the purposes of Article 2(e) of the UK Prospectus Regulation and
is a person (i) having professional experience in matters relating to
investments who falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d)
(High Net Worth Companies, Unincorporated Associations, etc) of the Order, or
(iii) to whom it may otherwise lawfully be communicated;
49. if a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, the Placing Shares purchased by
it in the Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale to, persons
in the UK other than "Qualified Investors" for the purposes of Article 2(e) of
the UK Prospectus Regulation, or in circumstances in which the prior consent
of the Joint Bookrunners has been given to the offer or resale;
50. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom except to "Qualified
Investors" for the purposes of Article 2(e) of the UK Prospectus Regulation or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in the United Kingdom within the meaning of
the UK Prospectus Regulation;
51. it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) relating to the Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that this Announcement and
the Placing Results Announcement have not and will not have been approved by
either Joint Bookrunner in its capacity as an authorised person under section
21 of the FSMA and it may not therefore be subject to the controls which would
apply if it was made or approved as a financial promotion by an authorised
person;
52. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA;
53. if it is a Placee in or resident in Canada, it (i) is an
"accredited investor" as defined in Section 1.1 of NI 45-106 or subsection
73.3(1) of the OSA, as applicable, and it is either purchasing the Placing
Shares as principal for its own account, or it is deemed to be purchasing the
Placing Shares as principal for its own account in accordance with applicable
Canadian securities laws and not as agent for the benefit of another person or
as trustee, for investment only and not with a view to resale or
redistribution; (ii) was not created or used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (iii) is a
"permitted client" as defined in section 1.1 of NI 31-103 that is not an
individual; (iv) is resident in either the Province of Alberta, British
Columbia, Ontario or Quebec and entitled under applicable Canadian securities
laws, including the securities laws applicable to such Province to purchase
the Placing Shares without the benefit of a prospectus; and (v) if required by
applicable Canadian securities laws, it will execute, deliver and file or
assist the Company in obtaining, preparing and filing such reports,
undertakings and other documents relating to the purchase of the Placing
Shares by it as may be required by any Canadian securities commission or other
regulatory authority;
54. it understands, and each account it represents has been
advised that, (i) any offer and sale of the Placing Shares in Canada is being
made on a private placement basis only and is exempt from the requirement that
the Company prepares and files a prospectus under applicable Canadian
securities laws; and (ii) any resale of the Placing Shares into Canada must be
made in accordance with applicable Canadian securities laws, which may vary
depending on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt from the
prospectus requirements or otherwise under a discretionary exemption from the
prospectus requirements granted by the applicable local Canadian securities
regulatory authority and that these resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of Canada;
55. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all applicable provisions in FSMA and MAR);
56. no action has been or will be taken by either the
Company or the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a public offer
of the Placing Shares in any country or jurisdiction where any such action for
that purpose is required;
57. it, and any person acting on its behalf, is entitled to
acquire the Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities to enable it to commit to this participation in the Placing and to
perform its obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary consents
and authorities to agree to the terms set out or referred to in this Appendix
1) and will honour such obligations and that it has not taken any action or
omitted to take any action which will or may result in the Joint Bookrunners,
the Company or any of their respective directors, officers, agents, employees
or advisers acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
58. it, and any person acting on its behalf, will make
payment in respect of the Placing Shares allocated to it in accordance with
this Appendix 1 on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as the
Joint Bookrunners may in their absolute discretion determine and without
liability to such Placee, who will remain liable for any amount by which the
net proceeds of such sale fall short of the product of the relevant Placing
Price and the number of Placing Shares allocated to it and may be required to
bear any stamp duty, stamp duty reserve tax or other similar taxes (together
with any interest or penalties) which may arise upon such placing or sale of
such Placee's Placing Shares;
59. none of the Joint Bookrunners, nor any of their
respective affiliates, agents, directors, officers or employees, nor any
person acting on their behalf, is making any recommendations to it or advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing and that its participation in the Placing is on
the basis that it is not and will not be, a client of any of the Joint
Bookrunners in connection with its participation in the Placing and that none
of the Joint Bookrunners have any duty nor responsibility to it for providing
the protections afforded to its clients or customers or for providing advice
in relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
60. the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as the case may
be. None of the Joint Bookrunners nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes
resulting from a failure to observe this requirement ("Indemnified Taxes").
Each Placee and any person acting on behalf of such Placee agrees to indemnify
the Company and the Joint Bookrunners on an after-tax basis in respect of any
Indemnified Taxes;
61. these terms and conditions and any agreements entered
into by it pursuant to the terms and conditions set out in this Appendix 1,
and any non-contractual or other obligations arising out of or in connection
with them, shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
either the Company or either of the Joint Bookrunners in any jurisdiction in
which the relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange;
62. it agrees to indemnify on an after tax basis and hold
the Company, the Joint Bookrunners and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of its
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix 1 and further agrees that the provisions of this Appendix 1
shall survive after completion of the Placing;
63. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation
to the Company and its securities, it confirms that it has received such
information within the market soundings regime provided for in article 11 of
UK MAR and/or article 11 of EU MAR (as applicable) and associated delegated
regulations and it has not: (i) dealt (or attempted to deal) in the securities
of the Company; (ii) encouraged, recommended or induced another person to deal
in the securities of the Company; or (iii) unlawfully disclosed inside
information to any person, prior to the information being made publicly
available;
64. if it is a pension fund or investment company, its
purchase of Placing Shares is in full compliance with applicable laws and
regulations;
65. the Company, the Joint Bookrunners and their respective
affiliates and others will rely upon the truth and accuracy of the
representations, warranties, acknowledgements, agreements, and undertakings
set forth herein which are given to the Joint Bookrunners on their own behalf
and on behalf of the Company and are irrevocable and it irrevocably authorises
the Company and the Joint Bookrunners to produce this Announcement, pursuant
to, in connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein;
66. none of the Company or the Joint Bookrunners owes any
fiduciary or other duties to any Placee in respect of any acknowledgments,
confirmations, undertakings, representations, warranties or indemnities in the
Placing Agreement;
67. it will not hold the Joint Bookrunners or any person
acting on their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the Company or
information made available (whether in written or oral form) in presentations
with investors relating to the Company and that neither the Joint Bookrunners
nor any person acting on behalf of the Joint Bookrunners, makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information or accepts any responsibility for any of such
information; and
68. its commitment to take up Placing Shares on the terms
set out in this Announcement (including this Appendix 1) will continue
notwithstanding any amendment that may in the future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company or the
Joint Bookrunners' conduct of the Placing.
Additional representations and warranties relating to the United States
In addition to the foregoing, by participating in the Placing, each Placee
that is located in the United States (and any person acting on such Placee's
behalf) acknowledges, undertakes, represents, warrants and agrees (as the case
may be) that:
69. it understands that the Placing has not been and will
not be registered under the Securities Act;
70. it is acquiring the Placing Shares either for its own
account or as a fiduciary or agent for one or more investor accounts, as to
which it exercises sole investment discretion and has authority to subscribe
for the Placing Shares ("Accounts"), and in each case the acquisition of the
Placing Shares is being made for investment purposes;
71. it is, and each Account is, a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act ("QIB");
72. the Placing Shares have not been offered to it by the
Company, the Joint Bookrunners or any other person connected to the Placing by
means of any form of any "general solicitation" or "general advertising" (as
such terms are defined in Regulation D under the Securities Act);
73. it has read and understood this Announcement in its
entirety and its subscription for the Placing Shares is subject to and based
on these terms and conditions and it undertakes not to redistribute or
duplicate this Announcement or any other materials concerning the Placing;
74. it has sufficient knowledge, sophistication and
experience in financial and business matters so as to be capable of evaluating
the merits and risks of the purchase of the Placing Shares, and it is and each
Account is able to bear the economic and financial risk (including a complete
loss) of such a purchase;
75. it acknowledges that in making its decision to acquire
any Placing Shares, it: (i) has not relied on any investigation that the Joint
Bookrunners, or any other person connected to the Placing, or any of their
respective affiliates or any person acting on its or their behalf may have
conducted with respect to the Company or the Placing Shares; (ii) has had
access to such information as it deems necessary or appropriate in connection
with its acquisition of the Placing Shares; and (iii) has made its own
investment decision regarding the Placing Shares based on its own knowledge
and information which is publicly available with respect to the Placing Shares
and the Company;
76. it will not hold, and no Account will hold, the Joint
Bookrunners or any person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available information relating
to the Company or information made available (whether in written or oral form)
in presentations with investors relating to the Company and that neither the
Joint Bookrunners nor any person acting on behalf of the Joint Bookrunners,
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information or accepts any responsibility for
any of such information;
77. it understands that the Placing Shares are listed on the
premium segment of the Official List of the FCA and traded on the main market
for listed securities of the LSE, and the Company is therefore required to
publish or make publicly available certain business and financial information
in accordance with the rules and practices of the FCA and the LSE, and it is
able to obtain or access such information without undue difficulty;
78. it understands that no disclosure or offering document
or prospectus has been prepared in connection with the Placing;
79. it is not acquiring the Placing Shares with a view to
any offer, sale or distribution thereof within the meaning of the Securities
Act;
80. it acknowledges that (i) the Placing Shares are
"restricted securities" (as defined in Rule 144(a)(3) under the Securities
Act); (ii) the Placing Shares may not be reoffered, sold, pledged or otherwise
transferred and neither it nor any Account will directly or indirectly
reoffer, sell, pledge or otherwise transfer the Placing Shares except pursuant
to an exemption from the registration requirements of the Securities Act; and
(iii) no representation is made as to the availability of the exemption
provided in Rule 144 under the Securities Act or any other exemption;
81. it agrees that so long as the Placing Shares are
"restricted securities" (as defined in Rule 144(a)(3) under the Securities
Act), neither it nor any Account will deposit the Placing Shares in a
depositary receipt programme in the United States or for U.S. investors;
82. it understands that if any shares are delivered to it in
certificated form, the certificate to be delivered in respect of the Placing
Shares will bear a legend substantially to the following effect:
"THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD TAKEN UP, EXERCISED, RESOLD,
TRANSFERRED, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, WITHIN OR INTO
THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, ANY NATIONAL,
CITIZEN OR RESIDENT OF THE UNITED STATES EXCEPT (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (B) TO A PERSON THAT THE
SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER; (C) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT; OR (D) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO REPRESENTATION CAN BE
MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 OR ANY OTHER
EXEMPTION UNDER THE SECURITIES ACT OR OF ANY EXEMPTION UNDER APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES FOR
RESALES OF THE ORDINARY SHARES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE FOREGOING, THE ORDINARY SHARES REPRESENTED HEREBY MAY NOT BE DEPOSITED
INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE ORDINARY
SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS
ACCEPTANCE OF ORDINARY SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO
THE FOREGOING RESTRICTIONS.";
83. it acknowledges and agrees that the Company shall not
have any obligation to recognise any offer, resale, pledge or other transfer
made other than in compliance with the restrictions on transfer set out in
this Announcement and that the Company may make notations on its records or
give instructions to any transfer agent of the Placing Shares in order to
implement such restrictions;
84. it acknowledges that the Company, Joint Bookrunners and
others will rely upon the truth and accuracy of the foregoing
acknowledgements, representations and warranties, it consents to such reliance
and agrees that if any such acknowledgement, representation or warranty deemed
to have been made by virtue of its purchase of Placing Shares is no longer
accurate, it shall promptly notify the Company and the Joint Bookrunners; and
85. it understands that these representations are required
in connection with the laws of the United States and the states thereof.
The foregoing representations, warranties, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as each of the Joint Bookrunners and are irrevocable. Each Placee, and
any person acting on behalf of the Placee, acknowledges that neither the
Company nor any of the Joint Bookrunners owes any fiduciary or other duties to
any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes may be payable, for which neither the
Company nor the Joint Bookrunners will be responsible and the Placees shall
indemnify the Company and the Joint Bookrunners on an after-tax basis for any
stamp duty or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings. If this is the case, each Placee should seek its own
advice and notify the Joint Bookrunners accordingly.
The Company and the Joint Bookrunners are not liable to bear any transfer
taxes that arise on a sale of Placing Shares subsequent to their acquisition
by Placees or for transfer taxes arising otherwise than under the laws of the
United Kingdom. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises. Furthermore, each Placee
agrees to indemnify on an after-tax basis and hold each of the Joint
Bookrunners and/or the Company and their respective affiliates harmless from
any and all interest, fines or penalties in relation to stamp duty, stamp duty
reserve tax and all other similar duties or taxes to the extent that such
interest, fines or penalties arise from the default or delay of that Placee or
its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the acquisition
by them of any Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that any Joint Bookrunner or any of its affiliates may, at its absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is dealing with a Joint
Bookrunner, any money held in an account with such Joint Bookrunner on behalf
of the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and regulations of the
FCA made under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from such Joint Bookrunner's
money in accordance with the client money rules and will be used by such Joint
Bookrunner in the course of its own business and the Placee will rank only as
a general creditor of such Joint Bookrunner.
All times and dates in this Announcement may be subject to amendment. The
Joint Bookrunners shall notify the Placees and any person acting on behalf of
the Placees of any changes.
The rights and remedies of the Joint Bookrunners and the Company under the
terms and conditions set out in this Appendix 1 are in addition to any rights
and remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise of others.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This Announcement is not an offer of
securities for sale into the United States. The securities referred to herein
have not been and will not be registered under the Securities Act, and may not
be offered or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is being made in
the United States.
APPENDIX 2 - DEFINITIONS
2021 AGM the annual general meeting of the Company for 2021 convened and held on 27 May
2021.
AAV CDMO Business the business of the manufacturing of adeno-associated virus vectors for use in
gene therapy or gene editing products, which is conducted by Homology at the
US-based GMP manufacturing facility and the assets and staff associated
therewith.
Admission the admission of the Firm Placing Shares and the Conditional Placing Shares to
listing on the premium listing segment of the Official List and to trading on
the main market for listed securities of the LSE.
Announcement Exchange Rate the exchange rate of USD1:£0.7478 derived from Bloomberg FX Fixings Spot
Exchange Rate as at 6.00 p.m. on 27 January 2021.
Bookbuild the bookbuild process by which the Joint Bookrunners will determine demand for
participation in the Placing by the Placees.
Call Option the option of Oxford Biomedica US under the LLC Agreement, exercisable at any
time following the third anniversary of completion of the Transaction, to
purchase from Homology all of Homology's membership interests in Oxford
Biomedica Solutions.
Conditional Placing the conditional non-pre-emptive placing of the Conditional Placing Shares
pursuant to the terms and conditions set out in Appendix I to this
Announcement.
Conditional Placing Shares a further number of new Ordinary Shares issued by the Company at the Placing
Price and subscribed for pursuant to the Conditional Placing.
Contribution the assignment and transfer to Roadrunner Solutions LLC (which will be renamed
Oxford Biomedica Solutions LLC on completion of the Transaction) of certain
assets comprising the AAV CDMO Business and the assumption by Roadrunner
Solutions LLC from Homology to pay, perform and discharge when due, certain
liabilities related to the AAV CDMO Business.
Contribution Agreement the contribution agreement to be entered into by Homology and Roadrunner
Solutions LLC (which will be renamed Oxford Biomedica Solutions LLC on
completion of the Transaction)in respect of the Contribution.
Circular the circular to be sent by the Company to its shareholders in connection with,
inter alia, the Placing and the Transaction and incorporating a notice
convening the General Meeting.
CREST the system enabling title to securities to be evidenced and transferred in
dematerialised form operated by Euroclear UK & International Limited.
Equity Securities Purchase Agreement the equity securities purchase agreement between Oxford Biomedica US, the
Company (solely for the purposes of guaranteeing certain obligations of Oxford
Biomedica US), Homology and Roadrunner Solutions LLC pursuant to which Oxford
Biomedica US has agreed to acquire an 80 per cent. ownership interest in
Roadrunner Solutions LLC (which will be renamed Oxford Biomedica Solutions LLC
on completion of the Transaction).
EU MAR Market Abuse Regulation (EU) 596/2014.
EU Prospectus Regulation Regulation (EU) 2017/1129, as amended from time to time.
FCA the Financial Conduct Authority.
Facility a senior secured term loan facility in an aggregate principal amount of US$85
million (£64 million), provided by funds managed by Oaktree to the Company.
Firm Placing the firm non-pre-emptive placing of the Firm Placing Shares pursuant to the
terms and conditions set out in Appendix I to this Announcement.
Firm Placing Shares up to 4,858,410 new Ordinary Shares issued by the Company at the Placing Price
and subscribed for pursuant to the Firm Placing.
FSMA Financial Services and Markets Act (2000) (as amended).
General Meeting the general meeting of the Company to be convened, inter alia, for the purpose
of seeking authority to allot the Conditional Placing Shares and to disapply
the statutory pre-emption rights in respect to such allotment.
Group the Company and its subsidiary undertakings.
Homology Homology Medicines Inc. (Nasdaq:FIXX)
HSR Hart-Scott-Rodino Antitrust Improvements Act of 1976
Joint Bookrunners Peel Hunt and WG Partners.
Listing Rules the listing rules made by the FCA pursuant to part VI of FSMA, as revised from
time to time.
LLC Agreement the LLC agreement in relation to Oxford Biomedica Solutions' AAV Manufacturing
and Innovation Business to be entered into by Homology, Oxford Biomedica US
and Oxford Biomedica Solutions, which, among other things, will set out the
ongoing rights and obligations of Homology and Oxford Biomedica US with
respect to the governance of Oxford Biomedica Solutions' AAV Manufacturing and
Innovation Business.
LSE or London Stock Exchange London Stock Exchange plc.
MAR UK MAR and any applicable provisions of EU MAR.
Novo Holdings Novo Holdings A/S.
Oaktree funds managed by Oaktree Capital Management, L.P.
Official List the Official List of the FCA.
Ordinary Shares ordinary shares of 50 pence each in the capital of the Company.
Oxford Biomedica or the Company Oxford Biomedica plc (LSE:OXB).
Oxford Biomedica Solutions or Oxford Biomedica Solutions' AAV Manufacturing the Oxford Biomedica AAV Manufacturing and Innovation Business, being
and Innovation Business Roadrunner Solutions LLC, a newly incorporated US LLC entity, which will be
renamed Oxford Biomedica Solutions LLC on completion of the Transaction.
Oxford Biomedica US Oxford Biomedica (US) Inc.
Peel Hunt Peel Hunt LLP.
Placees relevant persons who are invited to and who choose to participate in the
Placing by making an oral or written offer to acquire Placing Shares,
including any individuals, funds or others and by whom or on whose behalf a
commitment to acquire Placing Shares is given.
Placing the Firm Placing and the Conditional Placing.
Placing Agreement the agreement between the Company and the Joint Bookrunners dated 28 January
2022 in connection with the Placing.
Placing Price the price per Placing Share to be determined by the Company and the Joint
Bookrunners following completion of the Bookbuild, which is payable to the
Joint Bookrunners as agent for the Company by all Placees whose bids are
successful.
Placing Shares the Conditional Placing Shares and the Firm Placing Shares
Put Option the option of Homology under the LLC Agreement, exercisable at any time
following the third anniversary of completion of the Transaction, to require
Oxford Biomedica US or Oxford Biomedica Solutions to purchase from Homology
all of Homology's membership interests in Oxford Biomedica Solutions' AAV
Manufacturing and Innovation Business.
QIB qualified institutional buyer, as defined in rule 144A under the Securities
Act.
Regulation S Regulation S under the Securities Act.
Retail Offer the offer made by the Company on the PrimaryBid platform of the Retail Shares
at the Placing Price.
Retail Shares the new Ordinary Shares to be allotted and issued by the Company pursuant to
the Retail Offer.
SEC the US Securities and Exchange Commission.
Securities Act the US Securities Act of 1933, as amended.
Transaction the proposed acquisition by Oxford Biomedica US of an 80 per cent. ownership
interest in Oxford Biomedica Solutions' AAV Manufacturing and Innovation
Business, pursuant to the Equity Securities Purchase Agreement.
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland.
UK MAR the UK version of EU MAR which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018.
UK Prospectus Regulation the UK version of the Prospectus Regulation which is part of UK law. by virtue
of the European Union (Withdrawal) Act 2018.
US or United States United States of America, its territories and possessions, any state of the
United States of America and the District of Columbia and all other areas
subject to its jurisdiction.
Vulpes Vulpes Investment Management Pte Ltd.
WG Partners WG Partners LLP.
1 Legal entity is Roadrunner Solutions LLC, which will be renamed Oxford
Biomedica Solutions LLC on completion of the Transaction
2 Price payable by Oxford Biomedica on exercise of either option will be based
on a valuation equivalent to a multiple of 5.5 times revenue attributable to
Oxford Biomedica Solutions over the twelve months prior to the date of
exercise. Maximum payable by Oxford Biomedica on exercise of the put/call will
be capped at an amount equal to US$74.1 million (£55.4 million) resulting in
the maximum consideration payable for 100 per cent. of Oxford Biomedica
Solutions being approximately US$254.1 million (£190.0 million).
3 Bloomberg consensus FY21 revenues: approximately £160 million (as at the
last practicable date)
1 Legal entity is Roadrunner Solutions LLC, which will be renamed Oxford
Biomedica Solutions LLC on completion of the Transaction
4 Bloomberg consensus FY21 revenues: approximately £160 million (as at the
last practicable date)
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