REG - Oxford BioDynamics - PrimaryBid Offer

Oxford BiodynamicsAnnouncement

01/08/2023 17:00

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RNS Number : 9668H  Oxford BioDynamics PLC  01 August 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF OXFORD BIODYNAMICS PLC IN ANY
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").  UPON THE
PUBLICATION OF THIS ANNOUNCEMENT SUCH INFORMATION WILL NO LONGER CONSTITUTE
INSIDE INFORMATION.

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

 

Oxford BioDynamics PLC

PrimaryBid Offer

●    Oxford BioDynamics Plc announces a conditional offer for
subscription of new Ordinary Shares via PrimaryBid
(https://url.avanan.click/v2/___https:/primarybid.com/uk/investors___.YXAxZTpzaG9yZWNhcDphOm86ZThmYTZlYTNhYzQ4ZjUzZDY2YmYxYzEwZjkyM2FhYmM6NjpjYzEzOjdjYjE2MGU1NDM2MjA4YzczZWNiMDE2N2M2NGZkYThlYjE0ZjhjNTVlYTM2YTk2MjJkMWU1ZGY2MmZiZWMxZTY6cDpU)
;

●    The Issue Price for the new Ordinary Shares is 11 pence per new
Ordinary Share, representing a premium of 2.3% to the closing mid-market price
on 31 July 2023 of 10.75 pence per existing Ordinary Share;

●    The PrimaryBid Offer is available to both existing shareholders and
new investors;

●    Investors can access the PrimaryBid Offer through PrimaryBid's
website
(https://url.avanan.click/v2/___https:/app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=alphonse___.YXAxZTpzaG9yZWNhcDphOm86ZThmYTZlYTNhYzQ4ZjUzZDY2YmYxYzEwZjkyM2FhYmM6NjpjZThjOjQ1ZjU4YWQ5NGNkYjgzMGI0YmY1NjY3NmJiMzg0NWViNTM3MGQyYmI4ZjkxZmE5M2VhNjA4MzIzZjU4NjI2Yjk6cDpU)
and on PrimaryBid's app
(https://url.avanan.click/v2/___https:/primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=alphonse___.YXAxZTpzaG9yZWNhcDphOm86ZThmYTZlYTNhYzQ4ZjUzZDY2YmYxYzEwZjkyM2FhYmM6NjpjNDE1Ojk3YThlZDU4NzI1ODYyNzQ5ZDdhZTU0MzU1MTU2OTk3NzkzZjYwMzBmY2U5NGY2Yzg2YWY3N2ViZjJkNDQxMGU6cDpU)
;

●    Investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment platforms,
(subject to such partners' participation), which includes AJ Bell, Hargreaves
Lansdown and interactive investor;

●    Applications for new Ordinary Shares through participating partners
can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well
as General Investment Accounts (GIAs). Some partners may only accept
applications from existing shareholders;

●    There is a minimum subscription of £250 per investor in the
PrimaryBid Offer;

●    No commission will be charged by PrimaryBid on applications to the
PrimaryBid Offer.

PrimaryBid Offer

1 August 2023 - Oxford BioDynamics Plc (AIM: OBD, "OBD", "the Company" and,
together with its subsidiaries, "the Group"), a biotechnology company
developing targeted clinical diagnostic tests for immune health based on the
EpiSwitch® 3D genomics platform, is pleased to announce, a conditional offer
for subscription of new ordinary shares of 1p each in the capital of the
Company ("Ordinary Shares") via PrimaryBid (the "PrimaryBid Offer") at an
issue price of 11 pence per new Ordinary Share (the "Issue Price"), being a
premium of 2.3% to the closing mid-market price on 31 July 2023 of 10.75 pence
per existing Ordinary Share.

As announced earlier today, the Company is also conducting a placing of new
Ordinary Shares at the Issue Price by way of an accelerated bookbuilding
process (the "Placing") and certain investors will subscribe directly with the
Company for new Ordinary Shares at the Issue Price (the "Subscription" and
together with the Placing and the PrimaryBid Offer, the "Fundraising").

The PrimaryBid Offer is conditional on (a) approval by the Company's
shareholders of the resolutions to be proposed at a general meeting of the
Company's shareholders to be held at 10.00 a.m. on 18 August 2023 in
connection with the Fundraising and (b) the new Ordinary Shares to be issued
pursuant to the PrimaryBid Offer and the Placing being admitted to trading on
AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 22
August 2023. If the Placing is not completed for any reason, the PrimaryBid
Offer and the Subscription will similarly not proceed.

The Company will use the net proceeds of the Fundraising as working capital to
support its commercial development, specifically through continued investment
in sales and marketing activities to grow adoption of the Company's flagship
product, the EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) and
spending to complete the validation, launch and initial sales and marketing
support of the Company's next commercial product, the Prostate Screening
EpiSwitch ("PSE") Test. As well as supporting EpiSwitch CiRT and PSE, the
Company will work on biomarker discovery and clinical development programmes
for pharma customers, development of products from its pipeline of deployable
molecular tests, and on grant-funded research. The Company will also continue
to provide the life science research community with access to its 3D genomics
technology through the EpiSwitch® Explorer Array Kit.

Reason for the PrimaryBid Offer

While the Placing has been structured as a non-pre-emptive offer so as to
minimise cost and time to completion, the Company values its retail investor
base and is therefore pleased to provide retail investors with the opportunity
to participate in the PrimaryBid Offer.

Existing shareholders and new investors can access the PrimaryBid Offer
through PrimaryBid's website
(https://url.avanan.click/v2/___https:/app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=alphonse___.YXAxZTpzaG9yZWNhcDphOm86ZThmYTZlYTNhYzQ4ZjUzZDY2YmYxYzEwZjkyM2FhYmM6NjpjZThjOjQ1ZjU4YWQ5NGNkYjgzMGI0YmY1NjY3NmJiMzg0NWViNTM3MGQyYmI4ZjkxZmE5M2VhNjA4MzIzZjU4NjI2Yjk6cDpU)
and on PrimaryBid's app
(https://url.avanan.click/v2/___https:/primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=alphonse___.YXAxZTpzaG9yZWNhcDphOm86ZThmYTZlYTNhYzQ4ZjUzZDY2YmYxYzEwZjkyM2FhYmM6NjpjNDE1Ojk3YThlZDU4NzI1ODYyNzQ5ZDdhZTU0MzU1MTU2OTk3NzkzZjYwMzBmY2U5NGY2Yzg2YWY3N2ViZjJkNDQxMGU6cDpU)
. The PrimaryBid app is available on the UK Apple App Store and Google Play
Store.

Investors can also participate through PrimaryBid's extensive partner network
of investment platforms, retail brokers and wealth managers, subject to such
partners' participation. Participating partners include:

·      AJ Bell;

·      Hargreaves Lansdown; and

·      interactive investor.

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Some partners may only accept applications from existing shareholders.

After consideration of the various options available to it, the Company
believes that the separate PrimaryBid Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

The PrimaryBid Offer will open to investors resident and physically located in
the United Kingdom following the release of this Announcement. The PrimaryBid
Offer is expected to close at 4.30 p.m. on 3 August 2023 and may close early
if it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the PrimaryBid
Offer.

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

Investors who apply for new Ordinary Shares through PrimaryBid's website or
PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It
is vital to note that once an application for new Ordinary Shares has been
made and accepted via PrimaryBid, that application cannot be withdrawn.

Investors wishing to apply for new Ordinary Shares through their investment
platform, retail broker or wealth manager using their ISA, SIPP or GIA should
contact them for details of their terms and conditions, process and any
relevant fees or charges.

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

For further information on PrimaryBid, the PrimaryBid Offer or for a copy of
the terms and conditions (including the procedure for application and payment
for new Ordinary Shares) that apply to registered users of PrimaryBid in
addition to the terms and conditions set out in this Announcement,
visit www.PrimaryBid.com
(https://url.avanan.click/v2/___http:/www.primarybid.com/___.YXAxZTpzaG9yZWNhcDphOm86ZThmYTZlYTNhYzQ4ZjUzZDY2YmYxYzEwZjkyM2FhYmM6NjowYzg1OmIyNDg5MGFhMTI1NDFkYjBlNjRiMmFhZWMyZDI2NzFkMDAxZTcwYjQ5OGU3MjZlYjUyNTI4ZWU5YWIyNGZiY2M6cDpU)
or email PrimaryBid at enquiries@primarybid.com
(https://url.avanan.click/v2/___http:/enquiries@primarybid.com___.YXAxZTpzaG9yZWNhcDphOm86ZThmYTZlYTNhYzQ4ZjUzZDY2YmYxYzEwZjkyM2FhYmM6NjpmNGI0OjIwMTE1MWJlYzY0NzhiZWEyNTQ1MDlkOWFiZTM5NGQzN2U0MTkyYWRmOWQwY2UxYWUzYTU3ZDIyZDE0Zjg4Zjk6cDpU)
.

Brokers wishing to offer their customers access to the PrimaryBid Offer and
future PrimaryBid transactions, should contact partners@primarybid.com
(https://url.avanan.click/v2/___http:/partners@primarybid.com___.YXAxZTpzaG9yZWNhcDphOm86ZThmYTZlYTNhYzQ4ZjUzZDY2YmYxYzEwZjkyM2FhYmM6Njo2ZTk4OmIyNWE2YTI2YzBjZGI4NGI0MzMzOTg4MmU4MjJmOGNhYWJhMjI4NDcxYWI1YmY5YTM4NmIzZTNiZGZlNWE5OGU6cDpU)
.

For more information:

 Oxford BioDynamics Plc                             Tel: +44 (0)1865 518910

 Jon Burrows, CEO

 Paul Stockdale, CFO

 PrimaryBid Limited                                 enquiries@primarybid.com

 Nick Smith/James Deal

 Shore Capital - Nominated Adviser                  Tel: +44 (0)20 7408 4090

 Stephane Auton / Iain Sexton

 Instinctif Partners - Financial PR                 Tel: +44 (0)20 7457 2020

 Melanie Toyne-Sewell / Rozi Morris / Adam Loudon   OxfordBioDynamics@instinctif.com
                                                    (file:///C:/Users/AdamLoudon/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/2XK8HTCI/OxfordBioDynamics@instinctif.com)

 

Important notices

It is a term of the PrimaryBid Offer that the aggregate value of the new
Ordinary Shares available for subscription at the Issue Price does not exceed
£2 million.

The PrimaryBid Offer is offered under the exemptions from the need for a
prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union (Withdrawal) Act
2018).

The PrimaryBid Offer is not being made into the United States, Canada,
Australia, New Zealand, the Republic of South Africa, Japan or any other
jurisdiction where it would be unlawful to do so.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. 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 U.S.
Securities Act of 1933, as amended, 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.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, the Republic of South Africa, Japan
or any other jurisdiction in which such publication, release or distribution
would be unlawful.  Further, this Announcement is for information purposes
only and is not an offer of securities in any jurisdiction.

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

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com
(https://url.avanan.click/v2/___https:/primarybidassets.s3.eu-west-2.amazonaws.com/4e207bed-5082-4e34-a70b-faf3238f5695.pdf___.YXAxZTpzaG9yZWNhcDphOm86ZThmYTZlYTNhYzQ4ZjUzZDY2YmYxYzEwZjkyM2FhYmM6Njo0OTg5OmFiMGZkNWZkODJkYjA2YzRmOTUyNGE5NzFhMGFmNTc2YzAzZGRlZjQ0MjlmNjBlMDg3NWQ5ODNjMmY4YTFiNmQ6cDpU)
and the PrimaryBid app before making a decision to subscribe for new Ordinary
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary Shares if they
are in any doubt.

This information is provided by RNS, the news service of the London Stock
Exchange. RNS is approved by the Financial Conduct Authority to act as a
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(https://url.avanan.click/v2/___http:/www.rns.com/___.YXAxZTpzaG9yZWNhcDphOm86ZThmYTZlYTNhYzQ4ZjUzZDY2YmYxYzEwZjkyM2FhYmM6NjpkYzNiOjE3ZjY5ODgzMTFkM2FmMmNkMzgxOTAxNTdiNWQ4YWNkZDk0MmIzZDFjOWM3NzViOTM2NzdkMDM5OGEwMDdmNDQ6cDpU)
.

 

ENDS

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