REG - Oxford BioDynamics - Results of Fundraising

Oxford BiodynamicsAnnouncement

14/03/2024 07:00

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RNS Number : 7833G  Oxford BioDynamics PLC  14 March 2024

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BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED ("MAR").
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CONSTITUTE INSIDE INFORMATION.

 

OXFORD BIODYNAMICS PLC

Results of Fundraising

Appointment of Joint Broker

Oxford, UK - 14 March 2024 - 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 £9.9 million pursuant to a placing, conducted via an
accelerated bookbuild process (the "Placing"), through direct subscriptions
(the "Subscriptions") and a retail offer via the PrimaryBid Platform (the
"PrimaryBid Offer") (all together the "Fundraising").

Conditionally, in aggregate, 89,228,889 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 9 pence 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,
15,329,996 new Ordinary Shares (the "Subscription Shares") at the Issue Price.

In addition, retail investors have subscribed for a total of 4,993,350 new
Ordinary Shares (the "PrimaryBid Shares").

The Placing Shares, the Subscription Shares and the PrimaryBid Shares
represent approximately 35.1 per cent. of the Company's issued ordinary share
capital as enlarged by the Fundraising.

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

Admission and settlement

Applications will be made to the London Stock Exchange for the new Ordinary
Shares to be admitted to trading on AIM. It is expected that VCT/EIS Admission
will become effective and dealings in the VCT/EIS Placing Shares will commence
on 5 April 2024 and that General Admission will become effective and dealings
in the General Placing Shares, the Subscription Shares and the PrimaryBid
Shares will commence on 8 April 2024, 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 the relevant Admission, rank in full for all dividends and
other distributions declared, made or paid on the Ordinary Shares after such
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 27,431,756 Ordinary Shares in the
Company, representing 13.6% 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 2,222,222 new Ordinary Shares in the Placing, bringing their aggregate
holding, following General Admission, to 29,653,978 Ordinary Shares,
representing 9.5% of the Enlarged Share Capital. 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, including persons closely associated ("PCA"), of
the Company have subscribed for a total of 647,776 Subscription Shares,
361,110 Placing Shares and 472,221 PrimaryBid Shares in aggregate. 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
 Dr Jon Burrows            700,000                            388,888            1,088,888
 Dr Alexandre Akoulitchev  6,603,082                          333,333            6,936,415
 Thomas Guiel              365,000                            258,888            623,888
 Dr Ewan Hunter            136,363                            55,555             191,918
 Paul Stockdale            331,818                            166,666            498,484
 Matthew Wakefield*        1,022,727                          277,777            1,300,504

* Mrs Carla Wakefield, the wife of Matthew Wakefield, has subscribed for a
total of 277,777 Placing Shares. As a PCA of Matthew Wakefield these Placing
Shares are included in the calculation of Matthew Wakefield's beneficial
interest following the Fundraising.

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 3 April 2024 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".

Appointment of Joint Broker

The Company is pleased to announce the appointment of WG Partners as Joint
Broker with immediate effect.

 

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 36,089,383
Ordinary Shares as at 12 March 2024 (being the last practicable date prior to
the date of this announcement), representing 17.8% 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 13 March 2024 (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 Joint Broker                          Tel: +44 (0)20 7408 4090
 Advisory: Stephane Auton / Iain Sexton

Broking: Fiona Conroy
 Baden Hill (a trading name for Northland Capital Partners Limited) - Joint  Tel: +44 (0)20 3951 8907
 Broker

 Alex Schlich
 WG Partners - Joint Broker                                                  Tel: +44 (0)20 3705 9330

 David Wilson / Claes Spång / Sateesh Nadarajah / Erland Sternby
 Instinctif Partners - Financial PR                                          Tel: +44 (0)20 7457 2020
 Melanie Toyne-Sewell / Jack Kincade
OxfordBioDynamics@instinctif.com

 

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