REG - Oxford Nanopore Tech - Investment from Novo Holdings and Equity Issue

Oxford Nanopore TechnologiesAnnouncement

01/08/2024 07:00

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RNS Number : 6943Y  Oxford Nanopore Technologies plc  01 August 2024

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, 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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

For immediate release

 

1 August 2024

 

Oxford Nanopore Technologies plc

("Oxford Nanopore" or the "Company")

 

Oxford Nanopore attracts investment from Novo Holdings and completes Equity Issue of £80 million

 

Oxford Nanopore announces the successful completion of the bookbuilding
process for the placing of new ordinary shares of £0.0001 each in the capital
of the Company ("New Ordinary Shares") announced yesterday (the "Placing"). In
light of the strong demand from investors, with the transaction multiple times
oversubscribed, the Board has decided to increase the size of the Equity Issue
from approximately £75 million to £80 million.

 

A total of 25,000,000 New Ordinary Shares (the "Placing Shares") have been
placed by Citigroup Global Markets Limited ("Citi"), J.P. Morgan Securities
plc (which conducts its UK investment banking business as J.P. Morgan
Cazenove) ("J.P. Morgan Cazenove") and Joh. Berenberg, Gossler & Co. KG
("Berenberg" and, together with Citi and J.P. Morgan Cazenove, the "Joint
Bookrunners") at a price of 120 pence per Placing Share (the "Placing Price")
raising gross proceeds of approximately £30 million.

 

As a result of the successful placing, the subscription by Novo Holdings A/S
("Novo Holdings") has been reduced from £60 million such that it will
subscribe for 41,666,667 New Ordinary Shares (the "Subscription Shares") at
the Placing Price, raising gross proceeds of approximately £50 million. Novo
Holdings currently intends, subject, inter alia, to availability and price, to
add over time to their initial primary investment through further market
purchases of up to £10 million.

 

Therefore, the Placing and Subscription (together, the "Equity Issue") will
raise total gross proceeds of approximately £80 million.

 

Dr. Gordon Sanghera, CEO, Oxford Nanopore said:

"We are delighted to welcome this new, strategic investment from Novo
Holdings, alongside continuing support from our existing investors. Over
recent years, we have further iterated our technology platform and commercial
infrastructure and are poised to gain further traction in broad sectors
including scientific research, clinical and applied industrial markets. The
investment from Novo Holdings reflects our ambition in the biopharmaceutical
sector. Our technology platform is uniquely suited to address the needs of
this industry where information-rich, rapid and simplified sequencing are
critical to developing and delivering biopharmaceuticals faster and with less
complexity. We look forward to their support."

 

Together, the Placing Shares and Subscription Shares ("New Ordinary Shares")
being issued represent approximately 8 per cent. of the issued ordinary share
capital of Oxford Nanopore prior to the Equity Issue. The Placing Price of 120
pence represents a discount of approximately 0.7 per cent. to the closing
share price of 120.80 pence on 31 July 2024.

 

As per the new U.K. listing regime, applications have been made for the New
Ordinary Shares to be admitted to the "transition" listing segment of the
Official List (the "Official List") of the Financial Conduct Authority (the
"FCA") and to be admitted to trading on the main market for listed securities
of the London Stock Exchange plc (the "London Stock Exchange") (together,
"Admission"). Settlement of the New Ordinary Shares and Admission are expected
to take place on or around 8.00 a.m. on 5 August 2024. The Placing is
conditional upon, amongst other things, Admission becoming effective and upon
the placing agreement between the Joint Bookrunners and the Company not being
terminated in accordance with its terms.

 

The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with each other and with the existing Ordinary Shares,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.

 

Following Admission, the total number of Ordinary Shares in issue in Oxford
Nanopore will be 940,896,164. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of voting rights in Oxford Nanopore will
be 940,896,164 following Admission, and this figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, Oxford Nanopore under the FCA's Disclosure Guidance and
Transparency Rules.

 

Citi, J.P. Morgan Cazenove and Berenberg acted as Joint Global Coordinators,
Joint Bookrunners and Joint Corporate Brokers in respect of the Placing.

 

About Novo Holdings

Novo Holdings is a holding and investment company that is responsible for
managing the assets and the wealth of the Novo Nordisk Foundation. The purpose
of Novo Holdings is to improve people's health and the sustainability of
society and the planet by generating attractive long-term returns on the
assets of the Novo Nordisk Foundation. Wholly owned by the Novo Nordisk
Foundation, Novo Holdings is the controlling shareholder of Novo Nordisk A/S
and Novonesis A/S (Novozymes A/S) and manages an investment portfolio with a
long-term return perspective. In addition to managing a broad portfolio of
equities, bonds, real estate, infrastructure and private equity assets, Novo
Holdings is a world-leading life sciences investor. Through its Seed, Venture,
Growth, Asia, Planetary Health and Principal Investments teams, Novo Holdings
invests in life science companies at all stages of development. As of year-end
2023, Novo Holdings had total assets of €149 billion.

 

www.novoholdings.dk

 

The person responsible for making this Announcement on behalf of the Company
is Hannah Coote, Company Secretary of Oxford Nanopore.

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 

Capitalised terms used but not defined in this announcement have the same
meaning as set out in the placing announcement of the Company released at
16:59 (BST) on 31 July 2024.

 

For further information on the Announcement, please contact:

 

 Oxford Nanopore plc:

 Investor Enquiries    ir@nanoporetech.com

 Media Enquiries       media@nanoporetech.com and OxfordNanoporeTechnologies@teneo.com

Citigroup Global Markets Limited (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)
+44 (0)20 7500 5000

Robert Way

Richard Abel

Patrick Evans

 

J.P. Morgan Cazenove (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)
+44 (0)20 7742 4000

James Mitford

Manita Shinh

Virginie de Grivel Nigam

 

Berenberg (Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)
+44 (0)20 3207 7800

Ben Wright

Toby Flaux

Detlir Elezi

 

Pre-Emption Group Reporting

 

The Placing is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 

 Name of Issuer       Oxford Nanopore Technologies plc
 Transaction details  In aggregate, the Equity Issue of 66,666,667 New Ordinary Shares (comprising
                      25,000,000 Placing Shares and 41,666,667 Subscription Shares) represents
                      approximately 8% of the Company's issued ordinary share capital. Settlement
                      for the New Ordinary Shares and Admission are expected to take place on or
                      before 8.00 a.m. on 5 August 2024.
 Use of proceeds      The net proceeds from the Transaction will be used for general corporate
                      purposes. There is no change to the already stated 2024 and medium-term
                      financial guidance with the incremental funds adding to Oxford Nanopore's
                      already strong financial position, and the net proceeds from the Transaction
                      provides further headroom to implement our business plan and through adjusted
                      EBITDA breakeven in 2027.
 Quantum of proceeds  In aggregate, the Equity Issue raised gross proceeds of approximately £80
                      million.
 Discount             The Placing Price of 120 pence represents a discount of approximately 0.7
                      percent to the closing share price of 121 pence on 31 July 2024.
 Allocations          Soft pre-emption has been adhered to in the allocations process for the
                      Placing. Management was involved in the allocations process, which has been
                      carried out in compliance with the MiFID II Allocation requirements.

                      Allocations made outside of soft pre-emption were preferentially directed
                      towards existing shareholders in excess of their pro rata interests, and
                      wall-crossed accounts.

                      The committed allocation to Novo Holdings pursuant to the Subscription
                      recognises Novo Holdings as a leading, long-term global healthcare investor
                      and significant experience in developing growth companies like Oxford Nanopore
                      to drive long-term value creation.
 Consultation         The Joint Bookrunners undertook a pre-launch wall-crossing process, including
                      consultation with major shareholders, to the extent reasonably practicable and
                      permitted by law.
 Retail Investors     Following discussions between the Joint Bookrunners and the Company, it was
                      decided that a retail offer would not be included in the Placing. The Placing
                      structure was chosen to minimise cost, time to completion and complexity

 

IMPORTANT NOTICES

No action has been taken by the Company, Citi, J.P. Morgan Cazenove or
Berenberg or any of their respective Affiliates (as defined in the Appendix to
this Announcement), or any of its or their respective agents, directors,
officers or employees (collectively, "Representatives") that would, or which
is intended to, permit an offer of the securities referred to herein or result
in the possession or distribution of this Announcement or any other offering
or publicity material relating to the securities referred to herein in any
jurisdiction where action for that purpose is required. Any failure to comply
with these restrictions may constitute a violation of the securities laws of
such jurisdictions. Persons into whose possession this Announcement comes
shall inform themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation (EU) 2017/1129 as amended from time to time (the
"Prospectus Regulation") and the Prospectus Regulation as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation") to be published. Persons needing advice should consult
an independent financial adviser.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Bookrunners or by any of their respective Affiliates or
Representatives as to, or in relation to, the contents of the information
contained in this Announcement or any other written or oral information made
available to or publicly available to any interested party or its advisers, or
any other statement made or purported to be made by or on behalf of any of the
Joint Bookrunners or any of their respective Affiliates or Representatives in
connection with the Company, the Placing Shares or the Subscription Shares and
any liability therefor is expressly disclaimed. The Joint Bookrunners and each
of their respective Affiliates or Representatives accordingly disclaim all and
any liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or implied, is
made by any of the Joint Bookrunners or any of their respective Affiliates or
Representatives as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.

Members of the public are not eligible to take part in the Placing. This
Announcement and the terms and conditions set out herein are for information
purposes only and are directed at and my only be communicated to (a) in the
European Economic Area ("EEA"), persons who are "qualified investors" within
the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU)
2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, at
Qualified Investors within the meaning of Article 2(e) of the UK Prospectus
Regulation who are also (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) high net worth bodies
corporate, unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (c) persons to
whom it may otherwise lawfully be communicated (all such persons together
being referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is
only available to, and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that is lawful to do
so. This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an offer to buy,
subscribe for or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of such
jurisdictions. Persons needing advice should consult an independent financial
adviser.

The distribution of this Announcement and the offering, placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company or the Joint Bookrunners or any of their
respective Affiliates that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Joint Bookrunners to
inform themselves about and to observe any such restrictions.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED
HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR 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. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.

This communication is not a public offer of securities for sale in the United
States. No public offering of the New Ordinary Shares has been or will be made
in 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 (the
"Securities Act") or the securities laws of any state or other jurisdiction of
the United States, and may not be offered, sold, transferred or delivered,
directly or indirectly in, into or within the United States, except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or any other jurisdiction of the United States.

The Placing has not been, and will not be, approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any State
securities commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed the merits
of the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is unlawful.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as respectively defined in paragraphs 3.5 and
3.6 of the FCA Handbook Conduct of Business Sourcebook ; and (ii) eligible for
distribution through all permitted distribution channels (the "UK Target
Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it is
noted that, notwithstanding the UK Target Market Assessment Citi and J.P.
Morgan Cazenove will only procure investors who meet the criteria of
professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the securities referred to
herein and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment Citi, J.P. Morgan
Cazenove and Berenberg will only procure investors who meet the criteria of
professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.

Forward looking information

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts and reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statement.
These statements are subject to unknown risks, uncertainties and other
factors, many of which are beyond the Company's control, that could cause
actual results to differ materially from those expressed or implied by such
forward-looking statements. Statements contained in this Announcement
regarding past trends or activities should not be taken as a representation
that such trends or activities will continue in the future. The information
contained in this Announcement is subject to change without notice and, except
as required by applicable law, neither the Company nor the Joint Bookrunners
assume any responsibility or obligation and each expressly disclaim any
obligation or undertaking to update publicly or review any of the
forward-looking statements contained herein, whether as a result of new
information, future events or otherwise, unless required to do so by
applicable law or regulation. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.

Any indication in this Announcement of the price at which New Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years will necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company. Past performance is no guide for
future performance and persons reading this Announcement should consult an
independent financial adviser.

This Announcement does not constitute a recommendation to acquire any
securities of the Company. This Announcement does not identify or suggest, or
purport to identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment decision
to buy Placing Shares in the Placing must be made solely on the basis of
publicly available information, which has not been independently verified by
the Joint Bookrunners.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

In connection with the Placing, the Joint Bookrunners may release
communications to the market as to the extent to which the book is "covered".
A communication that a transaction is, or that the books are, "covered" refers
to the position of the order book at that time. It is not an assurance that
the books will remain covered, that the transaction will take place on any
terms indicated or at all, or that if the transaction does take place, the
securities will be fully distributed by the Joint Bookrunners.

Citi and J.P. Morgan Cazenove are each authorised by the Prudential Regulatory
Authority and regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority. Berenberg, is authorised and
regulated by the German Federal Financial Supervisory Authority, and in the
UK, authorised and regulated by the FCA. Each of the Joint Bookrunners is
acting exclusively for the Company and no one else in connection with the
Placing, the content of this Announcement and other matters described in this
Announcement. The Joint Bookrunners will not regard any other person as their
respective clients in relation to the Placing, the content of this
Announcement and other matters described in this Announcement and will not be
responsible to anyone (including any placees) other than the Company for
providing the protections afforded to their respective clients or for
providing advice to any other person in relation to the Placing, the content
of this Announcement or any other matters referred to in this Announcement.

In connection with the Placing, each of the Joint Bookrunners and any of their
Affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts such shares and
other securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and
any of their Affiliates acting in such capacity. In addition, the Joint
Bookrunners and any of their Affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Joint
Bookrunners and any of their respective Affiliates may from time to time
acquire, hold or dispose of shares. The Joint Bookrunners do not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.

The most recent Annual Report of the Company's group (the "Group") and other
information about the Group are available on the Oxford Nanopore website at
www.nanoporetech.com. Neither the contents of the Company's website (or any
other website) nor the content of any website accessible from hyperlinks on
the Company's website (or any other website) is incorporated into or forms
part of this Announcement. The Placing Shares to be issued or sold pursuant to
the Placing will not be admitted to trading on any stock exchange other than
the London Stock Exchange.

 

 

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