REG - Oxford BioDynamics - Result of Placing and Subscription

Oxford BiodynamicsAnnouncement

15/01/2025 07:00

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RNS Number : 4038T  Oxford BioDynamics PLC  15 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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.

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 AS AMENDED ("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 - 15 January 2025 - Oxford BioDynamics PLC (AIM: OBD, "OBD", the
"Company" and, together with its subsidiaries, the "Group"), a precision
clinical diagnostics company bringing specific and sensitive tests to the
practice of medicine based on its EpiSwitch® 3D genomics platform, is pleased
to announce that it has successfully raised gross proceeds of £7 million
pursuant to a placing, conducted via an accelerated bookbuild process (the
"Placing"), and direct subscriptions (the "Subscriptions") in each case at a
price of 0.5 pence per share (the "Issue Price").

Conditionally, in aggregate, 1,400,000,000 new Ordinary Shares will be issued
pursuant to the Placing and Subscriptions at the Issue Price. The Placing
comprised both a General Placing and a VCT/EIS Placing.

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

In aggregate, the Placing Shares and the Subscription Shares represent
approximately 81% per cent. of the Company's issued ordinary share capital as
enlarged by the Placing and Subscription.

OAK Securities acted as sole broker and bookrunner in connection with the
Placing.

The net proceeds of the Fundraising will provide the Company with additional
working capital and cash runway to support the continued commercial
development of the EpiSwitch® product line. It is expected that following a
comprehensive review of the business led by incoming Executive Chairman Iain
Ross, there will be a greater emphasis placed on establishing partnerships,
collaborations and licensing deals as a way of accelerating sales and a
sustainable increase in shareholder value. As a result of this review the
Directors anticipate there will be a need to re-structure the business such
that the new funds coupled with increased revenue from third party
collaborations will maximise the Company's cash runway.

If the Resolutions to approve the Fundraising were not to be passed, then the
Company would be required to seek alternative funding arrangements in order to
meet its short-term working capital requirements. Further updates will be
provided as appropriate.

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, (and has an existing interest over 29,653,978 Ordinary Shares in the
Company, representing 9.3% of the Company's issued share capital as at the
date of this announcement) and, as such, is deemed a related party as defined
in the AIM Rules. Vulpes Investment Management will now participate in the
Fundraising through a subscription for 200,000,000 Subscription Shares in
consideration for drawn and to be drawn down commitments of £1,000,000 made
by Vulpes Testudo Fund under the loan between the Company and Vulpes Testudo
Fund (the "Loan") and a further 22,222,200 shares to be issued in respect of
an associated arrangement fee of £111,111 that has been agreed with the
Board. The aggregate holding of Vulpes Investment Management, following
General Admission, will be 251,876,178 Ordinary Shares, representing
approximately 12.8% of the Enlarged Share Capital (assuming full uptake of the
WRAP Offer). 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 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
10,000,000 Subscription Shares and 8,000,000 Placing Shares and expect to
subscribe for a total of 2,000,000 WRAP Shares through the currently open WRAP
Offer. The beneficial holdings of those Directors and PDMRs before and after
the Fundraising are set out below:

 Director/PDMR         Existing beneficial shareholding  Fundraising Shares  Beneficial shareholding following the Fundraising
 Iain Ross(1)          Nil                               10,000,000          10,000,000
 David Holbrook        159,964                           3,000,000           3,159,964
 Paul Stockdale(2)     1,077,919                         2,000,000           3,077,919
 Matthew Wakefield(3)  1,616,614                         5,000,000           6,616,614

(1) Iain Ross, a PDMR, will be appointed to the Board following the General
Meeting on 31 January 2025. A separate announcement will be made at this time.

(2) Paul Stockdale intends to subscribe for 2,000,000 Fundraising Shares
through the WRAP Offer.

(3) Excludes any shares that may be issued to Matthew Wakefield pursuant to
the Baden Hill Fee.

 

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 31 January 2025 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 40,070,771
Ordinary Shares as at 14 January 2025 (being the last practicable date prior
to the date of this announcement), representing 12.5% 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 14 January 2025 (the
"Launch Announcement").

-Ends-

For more information:

 Oxford BioDynamics PLC                                              +44 (0)1865 518910
 Matthew Wakefield, Non-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

 

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