Full List/Placing& Open Offer
Oxford Biomedica PLC
12 March 2001
Not for release, publication or distribution in or into the
United States, Canada, Australia,
Japan or the Republic of Ireland
OXFORD BIOMEDICA PLC
Admission to the Official List
Placing of 54,550,000 new Ordinary Shares at 55p per share
to raise approximately £30 million
Open Offer of up to 19,149,701 new Ordinary Shares at 55p
per share
The Board of Oxford BioMedica announced today that it has
applied to the UK Listing Authority for the Company's
172,347,312 Existing Ordinary Shares, and up to 73,699,701
New Ordinary Shares issued pursuant to a Placing and an Open
Offer, to be admitted to the Official List and for such
shares to be admitted to trading on the London Stock
Exchange. The Company has been listed on the Alternative
Investment Market since December 1996.
The Company is proposing to raise approximately £27 million
net of expenses by means of a firm Placing which has been
fully underwritten by Rothschild and Beeson Gregory jointly
and up to approximately £10 million through an Open Offer.
The Open Offer is not being underwritten.
The proceeds of the Placing and the Open Offer will be used
to continue to strengthen the Company and to progress the
candidate products to a stage where they can generate
significant revenues for the Group.
Summary
* Admission to the Official List and to trading on the
London Stock Exchange.
* Placing to raise approximately £27 million (net of
expenses) and up to approximately £10 million through
an Open Offer.
* The Placing has been fully underwritten by Rothschild
and Beeson Gregory jointly.
* The Directors intend to use the proceeds to increase
the clinical trial programme, continue to build
alliances with major pharmaceutical companies, further
strengthen its intellectual property position and
establish a US operation.
* Admission is expected to become effective and dealing
in the Existing Ordinary Shares and New Ordinary
Shares to commence on Tuesday, 17 April 2001.
Commenting, Alan Kingsman, Chief Executive of Oxford
BioMedica, said:
'Oxford BioMedica's move to the Official List has been a
long held ambition for us and we are pleased to have
achieved this goal. Simultaneously, we have raised a
substantial sum for the development of the Company with
respect to its product pipeline, intellectual property and
international presence. It has been important to achieve
these goals now in order to take advantage of new commercial
and corporate opportunities. We have been fully supported
in this by a range of quality UK and European institutions
during a particularly difficult time for the biotech sector.
We believe that this is a very positive endorsement from
investors, reflecting Oxford BioMedica's growing standing in
the biotech sector and its long term potential.'
Timetable
Record date for the Open Offer Friday, 2 March 2001
Latest time and date for splitting 3.00 p.m., Thursday, 5
Application Forms April 2001
(to satisfy bona fide market claims)
Latest time and date for receipt of 3.00 p.m., Monday, 9
completed Application Forms and April 2001
payment in full under the Open Offer
Latest time and date for receipt of 4.00 p.m., Tuesday, 10
forms of proxy April 2001
Time and date of Extraordinary General 4.00 p.m., Thursday, 12
Meeting April 2001
Admission and commencement of dealings Tuesday, 17 April 2001
in the Existing Ordinary Shares and
New Ordinary Shares
CREST accounts credited Thursday, 19 April 2001
Despatch of share certificates Thursday, 26 April 2001
For further information:
Oxford BioMedica plc +44 (0)1865 783000
Alan Kingsman, Chief Executive
N M Rothschild & Sons Limited +44 (0)20 7280 5000
Tony Stuart
Beeson Gregory Limited +44 (0)20 7488 4040
Nick Rodgers
Merlin Financial +44 (0)20 7606 1244
David Simonson
Melanie Toyne Sewell
HCC De Facto Group +44 (0)20 7496 3300
Chris Gardner
Rothschild, which is regulated by The Securities and Futures
Authority Limited, is acting as financial adviser and
sponsor to Oxford BioMedica plc in connection with the
Admission, the Placing and the Open Offer and no one else
and will not be responsible to any person other than Oxford
BioMedica plc, for providing the protections afforded to its
customers or for providing advice in relation to the
Admission, the Placing and the Open Offer.
Beeson Gregory, which is regulated by the Securities and
Futures Authority Limited, is acting as broker to Oxford
BioMedica plc in connection with the Admission, the Placing
and the Open Offer and no one else and will not be
responsible to any person other than Oxford BioMedica plc,
as broker, for providing the protections afforded to its
customers or for providing advice in relation to the
Admission, the Placing and the Open Offer.
The Open Offer is not being made, directly or indirectly, in
or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, facsimile
transmission, telex or telephone) of interstate or foreign
commerce, or any facilities of a national securities
exchange of the United States or Canada and cannot be
accepted by any such use, means, instrumentality or facility
in or from within the United States or Canada and is not
being made directly or indirectly in or into the Republic of
Ireland, Australia or Japan.
This document is not an offer of securities for sale in the
United States and the New Ordinary Shares have not been, and
will not be, registered under the United States Securities
Act of 1933 (as amended), nor under the laws of any state of
the United States, and the relevant clearances have not and
will not be obtained from the relevant authorities in
Canada, the Republic of Ireland, Australia or Japan.
Accordingly, New Ordinary Shares may not be offered, sold or
delivered directly, or indirectly in or into such
jurisdictions.
This document contains a summary of information extracted
from the Prospectus dated 12 March 2001, copies of which are
available for inspection at the Document Viewing Facility of
the Financial Services Authority, 25 The North Colonnade,
London E14 5HS during normal business hours on any weekday
(excluding Saturday, Sunday and public holidays) from the
date of this announcement up to and including Monday, 9
April 2001.
Not for release, publication or distribution in or into the
United States, Canada, Australia,
Japan or the Republic of Ireland
OXFORD BIOMEDICA PLC
Admission to the Official List
Placing of 54,550,000 new Ordinary Shares at 55p per share
to raise approximately £30 million
Open Offer of up to 19,149,701 new Ordinary Shares at 55p
per share
Introduction
The Board of Oxford BioMedica announced today that it has
applied to the UK Listing Authority for the Company's
172,347,312 Existing Ordinary Shares, and up to 73,699,701
New Ordinary Shares issued pursuant to a Placing and an Open
Offer, to be admitted to the Official List and for such
shares to be admitted to trading on the London Stock
Exchange. The Company has been listed on the Alternative
Investment Market since December 1996.
The Company is proposing to raise approximately £27 million
net of expenses by means of a firm Placing which has been
fully underwritten by Rothschild and Beeson Gregory jointly
and up to approximately £10 million through an Open Offer.
The Open Offer is not being underwritten.
Information on Oxford BioMedica
Oxford BioMedica specialises in the development and
application of gene-based therapeutics using advanced gene
delivery technologies. The Company has a broad portfolio of
technologies including genes, tumour antigens, viral
vectors, targeted gene delivery and antibodies which are
protected by 54 patent families, including 9 in-licensed
patent families. Oxford BioMedica has a pipeline of product
candidates in research and development of which a gene
therapy product, MetXia, for cancer and a gene-based
immunotherapy product, TroVax, for cancer are in Phase I/II
clinical trials.
Oxford BioMedica has a strategy to pursue the in-house
development of key products in the areas of cancer and
neurodegenerative disease, while simultaneously placing the
same technology and product components alongside those of
collaborative partners, who generally fund the research
programme, to generate new product opportunities. The
formation of the Gene Discovery Division in August 2000 has
further enabled Oxford BioMedica to diversify its revenue
generation strategy by utilising its proprietary technology
to provide target validation systems and target
identification to the pharmaceutical industry.
During the past year, Oxford BioMedica has divided its
operations into three divisions: Gene Therapy, Gene-based
Immunotherapy and Gene Discovery.
Gene Therapy Division
Oxford BioMedica has development programmes and candidate
products in the therapeutic areas of cancer, neurobiology,
cardiovascular disease and HIV infection. The most advanced
product currently in development is MetXia which is
currently in Phase I/II clinical trials for breast and
ovarian cancer. These trials are currently anticipated to
be completed in Q4 2001. Oxford BioMedica also has a number
of products in preclinical development, being MetXia-VM (in
collaboration with PolyMASC for cancer), MetXia-MG (in
collaboration with IDM for cancer), ProSavin (Parkinson's
disease), ImmStat (AIDS/HIV) and an angiogenesis programme
(in collaboration with Aventis for cardiovascular disease).
Gene-based Immunotherapy Division
Oxford BioMedica's current immunotherapy programmes are
directed towards cancer with TroVax as its lead product.
TroVax is currently in Phase I/II clinical trials for
colorectal cancer, which are anticipated to complete in Q2
2002. TroVax-VET is also in preclinical development for
veterinary cancer in collaboration with Virbac, and under a
collaboration agreement with IDM Oxford BioMedica is in
preclinical development of two further candidate products in
cancer (TroVax-DC and BetOvac-MG). Oxford BioMedica also
has a number of additional projects currently in the
research phase including collaborations with Wyeth and
Nycomed Amersham.
Gene Discovery Division
The gene discovery programme utilises Oxford BioMedica's
proprietary gene transfer technology to provide the
pharmaceutical industry with what the Directors believe to
be a novel gene hunting approach. Oxford BioMedica is active
in two main areas of gene discovery: Target Validation
(utilising the Company's LentiVector technology) and Target
Identification (utilising the Company's Smartomics
technology). Oxford BioMedica has already attracted two
major pharmaceutical companies (Aventis and AstraZeneca) who
are collaborating with the Company in its target validation
programme.
Summary financial information
Summary financial information, extracted from the audited
financial information for the years ended 31 December 1999
and 2000 is set out below:
Year ended 31 December
1999 2000
£'000 £'000
Turnover 436 732
Operating loss (4,407) (5,936)
Loss for the period (4,189) (5,002)
Loss per ordinary share (3.0p) (3.1p)
Net assets per ordinary share 2.7p 7.5p
Current trading and prospects for Oxford BioMedica
Since 31 December 2000, trading has continued in line with
expectations and Oxford BioMedica has announced a number of
commercial agreements, with Wyeth (19 January 2001) under
which Wyeth gained exclusive development and world-wide
marketing rights to an Oxford BioMedica anti-cancer therapy
and with the French Centre for National Scientific Research
and the University of Montpelier (1 February 2001) that
grants Oxford BioMedica exclusive access to antibody
technology developed by Dr. Marc Piechaczyk at the
University of Montpelier. Oxford BioMedica also recently
announced an agreement with King's College London under
which Oxford BioMedica gained exclusive use of a proprietary
gene, RARb2, associated with nerve regeneration. All these
agreements are regarded by the Company as having been
entered into in the ordinary course of business.
The agreement with Wyeth is the most significant of the
agreements entered into by the Company since 31 December
2000 and has the potential to generate up to $24 million in
upfront and milestone payments prior to the commencement of
royalty payments. While the other agreements have potential
for a long term impact on the trading prospects of the
Company, they have had no material effect on the Company
since 31 December 2000.
The Directors estimate that the funding requirements for the
period of two years from Admission will amount to
approximately £28 million. The Directors believe that such
funding requirements can be met from the Company's existing
cash resources and from the net proceeds of the Placing. As
a consequence of continuing investment in research and
development, the Directors expect the Oxford BioMedica group
to continue making losses in 2001.
The Company intends to spread the risk associated with
product development by pursuing a strategy that aims to
develop a portfolio of products and commercial interactions
to satisfy a broad range of markets for its products.
Oxford BioMedica is developing a number of key products in-
house in the areas of cancer and neurodegenerative diseases,
while simultaneously placing the same technology and product
components alongside those of collaborative partners, who it
is anticipated will pay for all, or a significant part, of
the research and development programme, to generate new
product opportunities.
This strategy is supported by the creation of Oxford
BioMedica's Gene Discovery Division in August 2000 to
further diversify the Company's revenue generation strategy
by utilising its proprietary technology to provide target
validation systems and target identification to the
pharmaceutical industry. Oxford BioMedica has two products
in Phase I/II clinical trials, a further eight collaborative
arrangements for products in preclinical trials or research
and two major pharmaceutical customers for its target
validation programme.
Details of the Placing and the Open Offer
Oxford BioMedica proposes to raise approximately £27
million, net of fees and expenses, by way of a firm Placing
of 54,550,000 new Ordinary Shares at 55p per share and up to
approximately £10 million through an Open Offer of up to
19,149,701 new Ordinary Shares at 55p per share.
Beeson Gregory has agreed, as agent for Oxford BioMedica, to
procure subscribers or, failing which, Rothschild and Beeson
Gregory have jointly agreed to subscribe as principals at
the Placing Price for the New Ordinary Shares which are to
be issued in connection with the Placing.
Qualifying Shareholders are invited by Rothschild (as agent
for the Company) to apply for as many Offer Shares (using a
whole number) as they wish under the Open Offer. In the
event that the Company receives valid applications under the
Open Offer for more than 19,149,701 Offer Shares in
aggregate, applications by Qualifying Shareholders will be
satisfied in full up to their pro rata basic entitlement,
being:
1 Offer Share for every 9 Existing Ordinary Shares
held by them on the Record Date, and so in proportion to the
number of Existing Ordinary Shares then held. Fractional
entitlements to Offer Shares will not be issued to
Qualifying Shareholders and no cash payment will be made in
lieu of fractional entitlements. Accordingly, the
entitlements of Qualifying Shareholders will be rounded down
to the nearest whole number of Offer Shares. The Open Offer
is not being underwritten. However, any Offer Shares not
taken up by Qualifying Shareholders may be placed by Beeson
Gregory, as agent for the Company and for the benefit of the
Company, at a price per Ordinary Share no less than the
Placing Price.
Applications in excess of a Qualifying Shareholder's basic
entitlement will be satisfied only to the extent that
applications by other Qualifying Shareholders are made for
less than their guaranteed minimum pro rata entitlements.
Allocations of Offer Shares in respect of excess
applications will be made pro rata to the number of excess
shares applied for.
Qualifying Shareholders should be aware that the Open Offer
is not a rights issue and that Offer Shares not applied for
under the Open Offer will not be sold in the market for the
benefit of Qualifying Shareholders who do not apply for them
under the Open Offer. Application forms are personal to
shareholders and may not be transferred except to satisfy
bona fide market claims.
The Placing and the Open Offer are both conditional upon
approval by Shareholders and Admission by no later than
Tuesday, 17 April 2001, or such later date (being no later
than Tuesday, 1 May 2001) as Rothschild may decide.
Use of Proceeds
The net proceeds of the Placing and the Open Offer will be
used to continue to strengthen the Company and to progress
the candidate products to a stage where they can generate
significant revenues for the Group. The Directors intend to:
* develop the Company's product pipeline by increasing
the Company's clinical trial programme;
* increase the resources that are applied to building
alliances with major pharmaceutical companies;
* further strengthen the Company's intellectual property
position from both in-house activities and in-
licensing; and
* establish a US operation for business development,
clinical trials and new product development.
The Directors estimate that the net proceeds of the Placing
are expected to be £27 million, of which £12 million will be
invested in further research and development in gene therapy
and gene-based immunotherapy, £6 million will be invested in
preclinical and early clinical development of candidate
products, and £9 million will be invested in the
establishment of operations in the United States of America.
Included in these estimates is capital expenditure of £5
million. It is the Directors' current intention to place
the funds on deposit pending use.
The Directors' current intention is to apply any proceeds
received pursuant to the Open Offer to increase the
investment made by the Company in the areas identified in
the paragraph above.
As a result of the institutional cash placing in August 2000
which raised net proceeds of £8.5 million, the Oxford
BioMedica Group had cash balances totalling £11.6 million at
31 December 2000. The Directors intend that the majority of
this will be used to fund the Gene Discovery Division.
Lock-up Agreements
All of the Directors, their spouses and senior employees of
Oxford BioMedica who will hold Ordinary Shares or options
over Ordinary Shares at Admission have agreed not to sell
Ordinary Shares during the six month period following
Admission. However, this lock-up does not apply in respect
of 909,091 Ordinary Shares held by Susan Kingsman, 363,516
Ordinary Shares held by Andrew Wood and/or over which Andrew
Wood has options, 48,808 Ordinary Shares over which Sharon
Wood has options, 440,000 Ordinary Shares held by Neill
MacKenzie and/or over which Neill MacKenzie has options and
60,000 Ordinary Shares held by Julia MacKenzie, and those
persons are free to sell such shares at any time after
Admission. In addition, the lock-up does not apply to a
sale of Ordinary Shares on exercise by Prelude Trust plc of
an option granted to it by Alan Kingsman and Susan Kingsman
to acquire up to 938,549 and 952,861 of the Ordinary Shares
held by them, respectively.
Prelude Trust plc, a major shareholder in Oxford BioMedica,
The Chancellor, Masters and Scholars of the University of
Oxford and ATM Investments Limited have agreed not to sell
Ordinary Shares held by them (or to which they are
beneficially entitled) at Admission, during the six month
period following Admission. However, this lock-up does not
apply in respect of 4,545,454 Ordinary Shares held (or
beneficially owned) by Prelude Trust plc and 2,624,272
Ordinary Shares held by ATM Investments Limited and those
shareholders are free to sell such shares at any time after
Admission. In addition, the lock-up does not apply to a
sale of Ordinary Shares on exercise by Prelude Trust plc of
an option granted to it by ATM Investments Limited to
acquire up to 570,552 of the Ordinary Shares held by ATM
Investments Limited.
Recommendation
The Directors of Oxford BioMedica, who have been so advised
by Rothschild, the Company's financial adviser, consider the
Admission, the Placing and the Open Offer to be in the best
interests of the Company and its shareholders as a whole.
In providing advice to the Directors, Rothschild has taken
into account the Directors' commercial assessments.
The Directors of Oxford BioMedica unanimously recommend
Shareholders to vote in favour of all the Resolutions to be
proposed at the Extraordinary General Meeting and those
Directors holding Ordinary Shares have undertaken to vote in
favour of the Resolutions in respect of their own aggregate
beneficial holdings of 18,972,800 Ordinary Shares,
representing 11.01 per cent. of the Company's Existing
Ordinary Shares. In addition, Prelude Trust plc, Alan
Goodman, ATM Investments Limited and The Chancellor, Masters
and Scholars of the University of Oxford have undertaken to
vote in favour of the Resolutions in respect of their own
aggregate beneficial holdings of 33,381,667 Ordinary Shares,
representing 19.37 per cent. of the Existing Ordinary
Shares.
Timetable
Record date for the Open Offer Friday, 2 March 2001
Latest time and date for splitting 3.00 p.m., Thursday, 5
Application Forms April 2001
(to satisfy bona fide market claims)
Latest time and date for receipt of 3.00 p.m., Monday, 9
completed Application Forms and April 2001
payment in full under the Open Offer
Latest time and date for receipt of 4.00 p.m., Tuesday, 10
forms of proxy April 2001
Time and date of Extraordinary General 4.00 p.m., Thursday, 12
Meeting April 2001
Admission and commencement of dealings Tuesday, 17 April 2001
in the Existing Ordinary Shares and
New Ordinary Shares
CREST accounts credited Thursday, 19 April 2001
Despatch of share certificates Thursday, 26 April 2001
For further information:
Oxford BioMedica plc +44 (0)1865 783000
Alan Kingsman, Chief Executive
N M Rothschild & Sons Limited +44 (0)20 7280 5000
Tony Stuart
Beeson Gregory Limited +44 (0)20 7488 4040
Nick Rodgers
Merlin Financial +44 (0)20 7606 1244
David Simonson
Melanie Toyne Sewell
HCC De Facto Group +44 (0)20 7496 3300
Chris Gardner
Rothschild, which is regulated by The Securities and Futures
Authority Limited, is acting as financial adviser and
sponsor to Oxford BioMedica plc in connection with the
Admission, the Placing and the Open Offer and no one else
and will not be responsible to any person other than Oxford
BioMedica plc, for providing the protections afforded to its
customers or for providing advice in relation to the
Admission, the Placing and the Open Offer.
Beeson Gregory, which is regulated by the Securities and
Futures Authority Limited, is acting as broker to Oxford
BioMedica plc in connection with the Admission, the Placing
and the Open Offer and no one else and will not be
responsible to any person other than Oxford BioMedica plc,
as broker, for providing the protections afforded to its
customers or for providing advice in relation to the
Admission, the Placing and the Open Offer.
The Open Offer is not being made, directly or indirectly, in
or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, facsimile
transmission, telex or telephone) of interstate or foreign
commerce, or any facilities of a national securities
exchange of the United States or Canada and cannot be
accepted by any such use, means, instrumentality or facility
in or from within the United States or Canada and is not
being made directly or indirectly in or into the Republic of
Ireland, Australia or Japan.
This document is not an offer of securities for sale in the
United States and the New Ordinary Shares have not been, and
will not be, registered under the United States Securities
Act of 1933 (as amended), nor under the laws of any state of
the United States, and the relevant clearances have not and
will not be obtained from the relevant authorities in
Canada, the Republic of Ireland, Australia or Japan.
Accordingly, New Ordinary Shares may not be offered, sold or
delivered directly, or indirectly in or into such
jurisdictions.
This document contains a summary of information extracted
from the Prospectus dated 12 March 2001, copies of which are
available for inspection at the Document Viewing Facility of
the Financial Services Authority, 25 The North Colonnade,
London E14 5HS during normal business hours on any weekday
(excluding Saturday, Sunday and public holidays) from the
date of this announcement up to and including Monday, 9
April 2001.
APPENDIX 1
Definitions
The following definitions apply throughout this document
unless the context otherwise requires:
'Admission' admission to (i) the Official List
becoming effective and (ii) trading by the
London Stock Exchange of the Existing
Ordinary Shares, the Placing Shares and
such of the Offer Shares as are issued on
completion of the Placing and the Open
Offer
'AIM' Alternative Investment Market
'Application Form' the application form accompanying the
Prospectus and being sent to Qualifying
Shareholders in connection with the Open
Offer
'Aventis' Aventis Pharmaceuticals Inc.
'Beeson Gregory' Beeson Gregory Limited
'CREST' the computerised settlement system to
facilitate the transfer of title to shares
in uncertificated form, operated by
CRESTCo Limited
'Directors' or the directors of the Company from time to
'Board' time
'Existing Ordinary the 172,347,312 Ordinary Shares of the
Shares' Company in issue as at Friday, 9 March
2001 (being the latest practicable date
prior to the posting of the Prospectus)
'Extraordinary the extraordinary general meeting of
General Meeting' Oxford BioMedica proposed to be held on
or 'EGM' Thursday, 12 April 2001, at which, amongst
other things, the resolutions necessary to
enable the Placing and the Open Offer to
proceed will be proposed, as set out in
the notice at the end of the Prospectus,
and any adjustment thereof
'IDM' IDM S.A.
'London Stock London Stock Exchange plc
Exchange'
'New Ordinary the Placing Shares and the Offer Shares
Shares'
'Nycomed Amersham' Nycomed Amersham plc
'Offer Shares' up to 19,149,701 new Ordinary Shares to be
issued for cash at the Placing Price
pursuant to the Open Offer
'Official List' Official List of the UK Listing Authority
'Open Offer' the invitation by Rothschild on behalf of
the Company to Qualifying Shareholders to
apply to subscribe for Offer Shares on the
terms and subject to the conditions set
out in the Prospectus and in the
Application Form
'Ordinary Shares' ordinary shares of 1p each in the share
capital of the Company
'Oxford BioMedica Oxford BioMedica and its subsidiaries
Group' or 'Group'
'Oxford BioMedica' Oxford BioMedica plc
or 'the Company'
'Placees' certain institutional and other investors
who have agreed to subscribe for new
Ordinary Shares pursuant to the Placing
'Placing' the conditional placing of the Placing
Shares by Beeson Gregory as agent for the
Company at the Placing Price pursuant to
the Placing Agreement
'Placing Price' 55p per new Ordinary Share
'Placing Shares' the 54,550,000 New Ordinary Shares to be
issued for cash at the Placing Price to
the Placees
'PolyMASC' PolyMASC Limited, a subsidiary of
Valentis, Inc.
'Qualifying Shareholders on the register of Oxford
Shareholders' BioMedica at the Record Date who are
entitled to take part in the Open Offer
excluding certain overseas shareholders as
set out in the Prospectus
'Record Date' the record date for the Open Offer, being
the close of business on Friday 2 March
2001
'Resolutions' the resolutions to be proposed at the
Extraordinary General Meeting
'Rothschild' N M Rothschild & Sons Limited
'Shareholders' holders of Existing Ordinary Shares
'US', 'USA' or the United States of America, its
'United States of territories and possessions, any state of
America' the United States of America and the
District of Columbia
'Virbac' Virbac S.A.
'Wyeth' Wyeth-Ayerst Laboratories Division, a
division of American Home Products, Inc.