REG - Oxford BioDynamics - Result of Placing and Subscription

Oxford BiodynamicsAnnouncement

02/08/2023 07:00

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RNS Number : 0412I  Oxford BioDynamics PLC  02 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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.

 

OXFORD BIODYNAMICS PLC

Result of Placing and Subscription

Oxford, UK - 2 AUGUST 2023 - Oxford BioDynamics PLC (AIM: OBD, "OBD", the
"Company" and, together with its subsidiaries, the "Group"), a biotechnology
company developing precision medicine tests based on the EpiSwitch® 3D
genomics platform, is pleased to announce that it has successfully raised
gross proceeds of £5.6m pursuant to a placing, conducted via an accelerated
bookbuild process (the "Placing") and through direct subscriptions (the
"Subscription").

Conditionally, in aggregate, 48,120,790 new ordinary shares of 1p ("Ordinary
Shares") each in the Company will therefore be issued pursuant to the Placing
(the "Placing Shares") at an issue price of 11p per new Ordinary Share ("Issue
Price"). The Placing comprised both a General Placing and a VCT/EIS Placing.
Subscribers have conditionally subscribed for, in aggregate, 2,528,634 new
Ordinary Shares (the "Subscription Shares") at the Issue Price.

In addition, retail investors are able to participate via the PrimaryBid
platform (the "PrimaryBid Offer", and together with the Placing and the
Subscription, the "Fundraising"). The PrimaryBid Offer remains open. Further
details on the results of the PrimaryBid Offer will be announced separately.

The Placing Shares and Subscription Shares represent approximately 25.7 per
cent. of the Company's issued ordinary share capital as enlarged by the
Placing and Subscription.

Shore Capital and Baden Hill acted as joint brokers and bookrunners in
connection with the Placing.

Admission and settlement

An application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective and dealings in the VCT/EIS Placing Shares will commence on
21 August 2023 and dealings in the General Placing Shares, the Subscription
Shares and the PrimaryBid Shares will commence on 22 August 2023, subject to
the passing of the Resolutions at the General Meeting. The Placing Shares
being issued pursuant to the Placing, the Subscription Shares being issued
pursuant to the Subscription and the PrimaryBid Shares being issued pursuant
to the PrimaryBid Offer will, on Admission, rank in full for all dividends and
other distributions declared, made or paid on the Ordinary Shares after
Admission and will otherwise rank pari passu in all respects with the Existing
Ordinary Shares.

Director and Management Participation in the Fundraising

Through the Vulpes Life Sciences Fund and Vulpes Testudo Fund, Vulpes
Investment Management (which is controlled by Non-Executive Director Stephen
Diggle) has an existing interest over 19,257,847 Ordinary Shares in the
Company, representing 13.1% of the Company's issued share capital as at the
date of this announcement and, as such, is a substantial shareholder as
defined in the AIM Rules. Vulpes Investment Management has agreed to subscribe
for 9,090,909 Ordinary Shares in the Placing, bringing their aggregate holding
to 28,348,756 Ordinary Shares. Accordingly, the transaction between the
Company and Vulpes Investment Management is a related party transaction
pursuant to Rule 13 of the AIM Rules (the "Vulpes Transaction").

The directors of the Company independent of the Vulpes Transaction (being Dr
Alexandre Akoulitchev, Dr Jon Burrows, Dr David Holbrook, Paul Stockdale and
Matthew Wakefield), having consulted with the Company's nominated adviser,
Shore Capital, consider the terms of the Vulpes Transaction to be fair and
reasonable insofar as the Company's Shareholders are concerned.

Certain Directors and PDMRs of the Company have subscribed for a total of
726,363 Subscription Shares and 363,636 Placing Shares in aggregate. The
beneficial holdings of the Directors and PDMR before and after the Fundraising
are set out below:

 Director/PDMR      Existing beneficial shareholding  Fundraising Shares  Beneficial shareholding following the Fundraising
 Dr Jon Burrows     300,000                           400,000             700,000
 Thomas Guiel       175,000                           190,000             365,000
 Dr Ewan Hunter     -                                 136,363             136,363
 Paul Stockdale*    150,000                           181,818             331,818
 Matthew Wakefield  750,000                           272,727             1,022,727

*Paul Stockdale intends to subscribe for a further £10,000 in the PrimaryBid
Offer in addition to his participation in the Placing

The independent directors of the Company (being all of the Directors other
than, in each case, the Director in question) having consulted with the
Company's nominated adviser, Shore Capital, consider the terms of each
transaction to be fair and reasonable insofar as the Company's Shareholders
are concerned.

Posting of Shareholder Circular and General Meeting

The Fundraising is conditional upon, amongst other things, the approval by the
Shareholders of the Resolutions to be proposed at the General Meeting. The
Resolutions must be passed by Shareholders at the General Meeting in order for
the Fundraising to proceed.

A circular to Shareholders ("Circular") will be posted later today convening a
general meeting of the Company to be held at 3140 Rowan Place, Oxford Business
Park South, Oxford, OX4 2WB on 18 August 2023 and will be available to
download on the Company's website at www.oxfordbiodynamics.com/investors.

Should Shareholders wish to ask any questions in relation to the Resolutions,
they are encouraged to contact the Company prior to the General Meeting by
email to the Company Secretary at investorrelations@oxfordbiodynamics.com with
the subject line "GM Question".

Recommendation

The Directors consider the Fundraising to be in the best interests of the
Company and its Shareholders as a whole and, accordingly, unanimously
recommend Shareholders to vote in favour of the Resolutions to be proposed at
the General Meeting as those Directors who hold Ordinary Shares will do in
respect of their beneficial holdings amounting, in aggregate, to 26,760,929
Ordinary Shares as at 1 August 2023 (being the last practicable date prior to
the date of this announcement), representing 18.2% of the Company's issued
share capital prior to the issue of the New Ordinary Shares.

The Fundraising is conditional, amongst other things, upon the passing of the
Resolutions at the General Meeting. Shareholders should be aware that, if the
Resolutions are not passed at the General Meeting, then the Fundraising will
not proceed.

 

Defined terms used but not defined in this announcement have the meanings set
out in the announcement released by the Company on 1 August 2023 (the "Launch
Announcement").

-Ends-

For more information:

 Oxford BioDynamics Plc                             Tel: +44 (0)1865 518910
 Jon Burrows, CEO

Paul Stockdale, CFO
 Shore Capital - Nominated Adviser and Broker       Tel: +44 (0)20 7408 4090
 Advisory: Stephane Auton / Iain Sexton

Broking: Fiona Conroy
 Instinctif Partners - Financial PR                 Tel: +44 (0)20 7457 2020
 Melanie Toyne-Sewell / Rozi Morris / Adam Loudon
OxfordBioDynamics@instinctif.com

 

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