Result of Placing and Subscription

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF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 Ross1	Nil	10,000,000	10,000,000
David Holbrook	159,964	3,000,000	3,159,964
Paul Stockdale2	1,077,919	2,000,000	3,077,919
Matthew Wakefield3	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 [e-mail] 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 Matthew Wakefield, Non-Executive Chairman Paul Stockdale, CFO	[phone]
Oak Securities - Sole Broker to the Fundraising Jerry Keen / Henry Clarke / Damion Carruel	[phone]
Shore Capital - Nominated Adviser Advisory: Stephane Auton / Lucy Bowden	[phone]
WG Partners - Financial Adviser to OBD David Wilson / Claes Spång / Satheesh Nadarajah / Erland Sternby	[phone]
Vigo Consulting - Media / Analyst enquiries for OBD Rozi Morris	[phone] [e-mail]

 

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