Results of Fundraising

Oxford BioDynamics PLC

14 March 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF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

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 [e-mail] 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 Jon Burrows, CEO Paul Stockdale, CFO	Tel: [phone]
Shore Capital - Nominated Adviser and Joint Broker Advisory: Stephane Auton / Iain Sexton Broking: Fiona Conroy	Tel: [phone]
Baden Hill (a trading name for Northland Capital Partners Limited) - Joint Broker Alex Schlich	Tel: [phone]
WG Partners - Joint Broker David Wilson / Claes Spång / Sateesh Nadarajah / Erland Sternby	Tel: [phone]
Instinctif Partners - Financial PR Melanie Toyne-Sewell / Jack Kincade	Tel: [phone] [e-mail]

 

END