REG - Oxford BioDynamics - Result of GM and Director Dealings

Oxford BiodynamicsAnnouncement

31/01/2025 12:01

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250131:nRSe4921Va&default-theme=true

RNS Number : 4921V  Oxford BioDynamics PLC  31 January 2025

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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.

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE
MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION OF THE CIRCULAR TO
SHAREHOLDERS OF THE COMPANY DATED 15 JANUARY 2025.

 

Oxford BioDynamics PLC

("OBD" or the "Company" and, together with its subsidiaries, the "Group")

Result of General Meeting

Director/PDMR Dealings

Confirmation of Appointment

31 January 2025 - Oxford BioDynamics PLC (AIM: OBD), a biotechnology company
developing precision medicine tests based on the EpiSwitch® 3D genomics
platform announces that the resolutions proposed at the General Meeting of the
Company, held earlier today, were duly passed.

 

Further to the announcement on 16 December 2024, the Company is pleased to
confirm that following the successful completion of the Fundraising, Iain Ross
will join the Board as Executive Chairman with immediate effect. Further
information in accordance Rule 17 and paragraph (g) of Schedule Two of the AIM
Rules for Companies relating to Iain Ross is set out at the end of this
announcement.

 

Further to the passing of the resolutions at the General Meeting, application
has been made for 311,600,000 new Ordinary Shares (comprising the VCT/EIS
Placing Shares and VCT/EIS Subscription Shares to be issued pursuant to the
Fundraising) to be admitted to trading on AIM ("VCT/EIS Admission").
Application has also been made for 1,326,658,415 new Ordinary Shares
(comprising the General Placing Shares, the Subscription Shares, the WRAP
Offer Shares, the Fee Shares and the Vulpes Arrangement Fee Shares to be
issued pursuant to the Fundraising) to be admitted to trading on AIM ("General
Admission").

 

It is expected that VCT/EIS Admission will take place, and trading in the
VCT/EIS Placing Shares and VCT/EIS Subscription Shares will commence, at 8.00
a.m. on 3 February 2025 and that General Admission will take place, and
trading in the General Placing Shares, the Subscription Shares, the WRAP Offer
Shares, the Fee Shares and the Vulpes Arrangement Fee Shares will commence at
8.00 a.m. on 4 February 2025.

 

Following VCT/EIS Admission, the Company's issued ordinary share capital and
total voting rights will consist of 630,919,226 Ordinary Shares. Following
General Admission, the Company's issued ordinary share capital and total
voting rights will consist of 1,957,577,641 Ordinary Shares. These figures
should be used by shareholders as the denominator for the calculation by which
they determine if they are required to notify their interest in, or a change
to their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

The total New Ordinary Shares subscribed for pursuant to the Fundraising by
the Directors and PDMRs who are participating in the Fundraising, are set out
below:

 Director/PDMR         Existing beneficial shareholding  Fundraising Shares  Beneficial shareholding following the Fundraising  Shareholding as a percentage of the Enlarged Share Capital
 Iain Ross             Nil                               10,000,000          10,000,000                                         0.51%
 Stephan Diggle(1)     29,653,978                        222,222,200         251,876,178                                        12.87%
 David Holbrook        159,964                           3,000,000           3,159,964                                          0.16%
 Paul Stockdale        1,077,919                         2,000,000           3,077,919                                          0.16%
 Matthew Wakefield(2)  1,616,614                         7,509,140(3)        9,125,754                                          0.47%

 

(1) Stephen Diggle's beneficial shareholding is held through the Vulpes Life
Sciences Fund and Vulpes Testudo Fund, which are controlled by him.

(2) Matthew Wakefield's beneficial shareholding includes shares owned by his
wife, Mrs Carla Wakefield

(3) 2,509,140 ordinary shares received as part of the Baden Hill Fee.

 

Following on from the Company's announcement on 14 January 2025, Baden Hill, a
related party of the Company, will receive 12,580,000 Ordinary Shares as
commission in relation to the Baden Hill Fee received for its role in the
Fundraising.

 

For more information:

 Oxford BioDynamics PLC                                              +44 (0)1865 518910
 Iain Ross, Executive Chairman

Paul Stockdale, CFO
 Oak Securities - Sole Broker to the Fundraising                     +44 (0)20 3973 3678

 Jerry Keen / Henry Clarke / Damion Carruel
 Shore Capital - Nominated Adviser                                   +44 (0)20 7408 4090
 Advisory: Stephane Auton / Lucy Bowden
 WG Partners - Financial Adviser to OBD                              +44 (0)20 3705 9330

 David Wilson / Claes Spång / Satheesh Nadarajah / Erland Sternby
 Vigo Consulting - Media / Analyst enquiries for OBD                 +44 (0)20 7390 0230

Rozi Morris

                                                                     obd@vigoconsulting.com

 

Regulatory Disclosures (in accordance with Rule 17 and Schedule Two paragraph
(g) of the AIM Rules for Companies)

 

Save for the information set out in the Company's announcement dated 16
December 2024 and below, there are no further disclosures to be made in
accordance with Rule 17 and Schedule Two paragraph (g) of the AIM Rules for
Companies in respect of the appointment of Mr Iain Gladstone Ross, aged 71.
Iain's beneficial interest in the Company consists of 10,000,000 Ordinary
Shares.

 

Current Directorships

Adalta Limited (Australia)

Biomer Technology Ltd

Detsamma Investments Pty Ltd (Australia)

Gladstone Consultancy Partnership

Gladstone Partners Limited (dormant)

ReNeuron (UK) Limited

ReNeuron Group plc(1)

ReNeuron Holdings Limited(1)

ReNeuron Limited(1)

Silence Therapeutics plc

Tern plc

 

Past Directorships

 

Bivictrix Therapeutics Limited

e-Therapeutics plc

Innopeg Limited

Kazia Therapeutics Limited (Australia)

Palla Pharma Limited (Australia)(2)

Redx Anti-Infectives Ltd

Redx Immunology Limited

Redx MRSA Limited

Redx Oncology Ltd(3)

Redx Pharma Limited(3)

Rosscard Leisure Limited

Silence Therapeutics (London) Limited

 

(1)Iain Ross is Chairman of ReNeuron Group plc and director of its three
subsidiaries, ReNeuron (UK) Limited, ReNeuron Holdings Limited, ReNeuron
Limited, all of which entered into administration on 20 March 2024. This
process is currently ongoing and Iain Ross remains the Chairman of ReNeuron
Group plc and a director of the three above subsidiaries.

 

(2)Iain Ross was a director of Palla Pharma Limited, a company registered in
Tasmania Australia, when it entered into administration on 17 December 2021.
Subsequently in March 2022, a liquidator was appointed for a creditors'
voluntary liquidation process. Iain Ross resigned from the board of Palla
Pharma Limited on 20 April 2022.

 

(3)Iain Ross joined the board of Redx Pharma plc on 1 May 2017. On 24 May
2017, Redx Pharma plc and Redx Oncology Ltd were put into administration by
Liverpool City Council, whilst Iain Ross was a director of both companies, as
a result of non-payment of an outstanding loan of £2m. On 3 November 2017
Redx Pharma plc and Redx Oncology Ltd exited administration with all creditors
paid, under the Chairmanship of Iain Ross.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

Director/PDMR Dealings

 

 1     Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Matthew Wakefield
 2     Reason for the notification
 a)    Position/status                                              Non - Executive Director
 b)    Initial notification /Amendment                              Initial
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Oxford BioDynamics Plc
 b)    LEI                                                          2138005Y1TK258O5U928
 4     Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument  Ordinary Shares of 0.1p par value each

        Identification code

                                                                    ISIN: GB00BD5H8572
 b)    Nature of the transaction                                    Purchase
 c)    Price(s) and volume(s)                                        Price(s)   Volume(s)

                                                                  £0.005      7,509,140

 d)    Aggregated information                                       N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                      31 January 2025
 f)    Place of the transaction                                     Off market

d)

 

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

31 January 2025

f)

Place of the transaction

Off market

 

 1     Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Iain Ross
 2     Reason for the notification
 a)    Position/status                                              Executive Chairman
 b)    Initial notification /Amendment                              Initial
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Oxford BioDynamics Plc
 b)    LEI                                                          2138005Y1TK258O5U928
 4     Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument  Ordinary Shares of 0.1p par value each

        Identification code

                                                                    ISIN: GB00BD5H8572
 b)    Nature of the transaction                                    Purchase
 c)    Price(s) and volume(s)                                        Price(s)   Volume(s)

                                                                  £0.005      10,000,000

 d)    Aggregated information                                       N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                      31 January 2025
 f)    Place of the transaction                                     Off market

d)

 

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

31 January 2025

f)

Place of the transaction

Off market

 

 

 1     Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Paul Stockdale
 2     Reason for the notification
 a)    Position/status                                              Chief Financial Officer
 b)    Initial notification /Amendment                              Initial
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Oxford BioDynamics Plc
 b)    LEI                                                          2138005Y1TK258O5U928
 4     Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument  Ordinary Shares of 0.1p par value each

        Identification code

                                                                    ISIN: GB00BD5H8572
 b)    Nature of the transaction                                    Purchase
 c)    Price(s) and volume(s)                                        Price(s)   Volume(s)

                                                                  £0.005      2,000,000

 d)    Aggregated information                                       N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                      31 January 2025
 f)    Place of the transaction                                     Off market

d)

 

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

31 January 2025

f)

Place of the transaction

Off market

 

 1     Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Vulpes Investment Management (a PCA of Stephen Diggle) through Vulpes Testudo
                                                                    Fund
 2     Reason for the notification
 a)    Position/status                                              Person closely associated with Non-Executive Director
 b)    Initial notification /Amendment                              Initial
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Oxford BioDynamics Plc
 b)    LEI                                                          2138005Y1TK258O5U928
 4     Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument  Ordinary Shares of 0.1p par value each

        Identification code

                                                                    ISIN: GB00BD5H8572
 b)    Nature of the transaction                                    Purchase
 c)    Price(s) and volume(s)                                        Price(s)   Volume(s)

                                                                  £0.005      222,222,200

 d)    Aggregated information                                       N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                      31 January 2025
 f)    Place of the transaction                                     Off market

d)

 

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

31 January 2025

f)

Place of the transaction

Off market

 

 1     Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         David Holbrook
 2     Reason for the notification
 a)    Position/status                                              Non-Executive Director
 b)    Initial notification /Amendment                              Initial
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Oxford BioDynamics Plc
 b)    LEI                                                          2138005Y1TK258O5U928
 4     Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument  Ordinary Shares of 0.1p par value each

        Identification code

                                                                    ISIN: GB00BD5H8572
 b)    Nature of the transaction                                    Purchase
 c)    Price(s) and volume(s)                                        Price(s)   Volume(s)

                                                                  £0.005      3,000,000

 d)    Aggregated information                                       N/A

       - Aggregated volume

       - Price
 e)    Date of the transaction                                      31 January 2025
 f)    Place of the transaction                                     Off market

d)

 

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

31 January 2025

f)

Place of the transaction

Off market

 

 

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 Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCPKDBPDBKDDDN