Publication of Prospectus

RNS Number : 7296J

Oxford Biomedica PLC

13 September 2016

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PLACING, SUBSCRIPTION AND RELATED PARTY TRANSACTION (THE "FUNDRAISING") OR OTHERWISE. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW ORDINARY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION IN THE PROSPECTUS EXPECTED TO BE PUBLISHED TODAY. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM OXFORD BIOMEDICA'S HEAD OFFICE AT WINDRUSH COURT, TRANSPORT WAY, OXFORD OX4 6LT.

THE SECURITIES DISCUSSED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED FUNDRAISING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THE PROSPECTUS WILL ALSO BE AVAILABLE ON THE COMPANY'S WEBSITE AT: WWW.OXFORDBIOMEDICA.CO.UK.

Oxford BioMedica plc

Publication of Prospectus

Oxford, UK - 13 September 2016: Further to the announcement published earlier today in connection with the Fundraising by Oxford BioMedica plc ("Oxford BioMedica" or the "Company", together with its subsidiaries, the "Group") (LSE: OXB), Oxford BioMedica confirms that its prospectus dated 13 September 2016 (the "Prospectus") has been approved by the UK Listing Authority.

Copies of the Prospectus will shortly be available on the Company's website at: www.oxfordbiomedica.co.uk and free of charge during normal business hours from Oxford BioMedica's head office at Windrush Court, Transport Way, Oxford OX4 6LT.

The Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Jefferies International Limited (''Jefferies'') is acting as Sponsor, Global Co-ordinator and Bookrunner for the Company, WG Partners LLP (''WG Partners'') and Scott Harris UK Limited ("Scott Harris") are acting as UK Placement Agents and Roth Capital Partners, LLC ("Roth Capital") is acting as US Placement Agent for the Company in connection with the Fundraising.

For further information, please contact:
Oxford BioMedica: John Dawson, Chief Executive Officer Tim Watts, Chief Financial Officer	Tel: [phone]
Jefferies (Sponsor, Global Co-Ordinator and Bookrunner) Gil Bar-Nahum Simon Hardy Lee Morton Max Jones Nicholas Moore	Tel: [phone]
WG Partners (UK Placement Agent) David Wilson Claes Spång	Tel: [phone]
Scott Harris UK Limited (UK Placement Agent) Jeremy Wiseman Jamie Blewitt	Tel: [phone]
Financial and corporate communications enquiries: Consilium Strategic Communications Mary-Jane Elliott/Matthew Neal/Chris Welsh/Laura Thornton	Tel: [phone]

IMPORTANT NOTICE

This Announcement and the information contained in this Announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement does not constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United States.

The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly within, into or in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offer of securities in the United States.

The New Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan or South Africa. There will be no public offering of the New Ordinary Shares in Australia, Canada, Japan or South Africa or elsewhere.

This Announcement has been issued by, and is the sole responsibility, of the Company. This Announcement is not an offer to sell nor a solicitation to buy any securities in any jurisdiction, nor is it a prospectus for the purposes of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive") and investors should not subscribe for or purchase any New Ordinary Shares referred to in this Announcement except solely on the basis of information in the Prospectus published today.

This Announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom ("FSMA"). To the extent that this Announcement does constitute an inducement to engage in any investment activity included within this Announcement, it is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive; (B) if in the United Kingdom, persons who (i) have 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, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order; and (ii) are "qualified investors" as defined in section 86 of FSMA; and (C) otherwise, to persons to whom it may otherwise be lawful to communicate it to (each a "Relevant Person"). No other person should act or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement you represent and agree that you are a Relevant Person.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as Sponsor, Global Co-Ordinator and Bookrunner and no-one else in relation to the Fundraising or the admission of the New Ordinary Shares to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities, ("the Admission"), and, will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising or Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Fundraising or Admission, or any other transaction or arrangement referred to in this Announcement and, apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies by FSMA or the regulatory regime established thereunder, Jefferies accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Announcement, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by, on behalf of it, the Company, the Directors or any other person, in connection with the Company, the Fundraising or Admission. Jefferies and its directors, officers, employees, advisors and affiliates each accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement or any such statement.

WG Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company as UK Placement Agent and no-one else in relation to the Fundraising or Admission, and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising or Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WG Partners nor for providing advice in relation to the Fundraising or Admission or any other transaction or arrangement referred to in this Announcement and, apart from the responsibilities and liabilities, if any, which may be imposed on WG Partners by FSMA or the regulatory regime established thereunder, WG Partners accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Announcement, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by, on behalf of it, the Company, the Directors or any other person, in connection with the Company, the Fundraising or Admission. WG Partners and its directors, officers, employees, advisors and affiliates each accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement or any such statement.

Scott Harris, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company as UK Placement Agent and no-one else in relation to the Fundraising or Admission, and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising or Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Scott Harris nor for providing advice in relation to the Fundraising or Admission or any other transaction or arrangement referred to in this Announcement and, apart from the responsibilities and liabilities, if any, which may be imposed on Scott Harris by FSMA or the regulatory regime established thereunder, Scott Harris accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Announcement, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by, on behalf of it, the Company, the Directors or any other person, in connection with the Company, the Fundraising or Admission. Scott Harris and its directors, officers, employees, advisors and affiliates each accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement or any such statement.

Roth Capital, which is authorised in the US by the Financial Industry Regulatory Authority (''FINRA''), is acting exclusively for the Company as US Placement Agent and no-one else in relation to the Fundraising and Admission, will not regard any other person (whether or not a recipient of the Announcement) as a client in relation to the Fundraising or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Roth Capital nor for providing advice in relation to the Fundraising or any other transaction or arrangement referred to in the Announcement and, apart from the responsibilities and liabilities, if any, which may be imposed on Roth Capital by FINRA or any other US regulatory authority, Roth Capital accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of the Announcement, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by, or on behalf of, it, the Company, the Directors or any other person, in connection with the Company, the Fundraising or Admission. Roth Capital and its directors, officers, employees, advisors and affiliates each accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of the Announcement or any such statement.

This Announcement may contain forward-looking statements that reflect the Group's current expectations regarding future events, including the clinical development and regulatory clearance of the Group's product candidates, the Group's ability to find partners for the development and commercialisation of its product candidates, the business of the Company, and management plans and objectives. The Company considers any statements that are not historical facts as "forward-looking statements". Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors, including the success of the Group's research strategies, the applicability of the discoveries made therein, the successful and timely completion of pre-clinical and clinical studies with respect to the Group's product candidates, the uncertainties related to the regulatory process, the ability of the Group to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of product candidates, as well as the achievement of expected synergies from such transactions, the acceptance of product candidates by consumers and medical professionals, the successful integration of completed mergers and acquisitions and achievement of expected synergies from such transactions and the ability of the Group to identify and consummate suitable strategic and business combination transactions, the scaling-up of the Group's bioprocessing activities and the risks described in the ''Risk Factors'' set out in the Prospectus.

When used in this Announcement the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should" and similar expressions, as they relate to the Company or the management of the Group, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither the Company nor any other member of the Group undertakes any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the Listing Rules, Prospectus Rules, Disclosure Rules and Transparency Rules and other regulations.

No statement in this Announcement or incorporation by reference into this Announcement is intended as a profit forecast or profit estimate and no statement in the Prospectus should be interpreted to mean that earnings or earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.

Save where expressly stated otherwise, neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website is incorporated into, or forms part of, this Announcement.

 

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