Result of EGM
Oxford Biomedica PLC
12 December 2005
IMMEDIATE RELEASE 12 DECEMBER 2005
OXFORD BIOMEDICA ANNOUNCES RESULT OF
EXTRAORDINARY GENERAL MEETING
Oxford, UK: 12 December 2005 - Oxford BioMedica (LSE: OXB) announced today that
at its Extraordinary General Meeting ('EGM'), held today in London, all
resolutions were duly passed. The resolutions put to shareholders approve the
fully underwritten Placing and Open Offer (the 'Issue') and an investment by
Sigma-Aldrich (the 'Subscription'), announced on 16 November 2005, to raise
£30.1 million (approximately £28.0 million net of expenses). Pursuant to the
Issue and the Subscription, an aggregate of 120,328,041 new Ordinary Shares will
be issued at 25 pence per share.
The Placing and Open Offer comprised 108,800,000 new Ordinary Shares. Qualifying
Shareholders were invited to participate in the Issue by way of the Open Offer
of up to 27,007,869 of these new Ordinary Shares on the basis of 1 Open Offer
Share for every 14 Existing Ordinary Shares held on the Record Date and so in
proportion to any number of Existing Ordinary Shares then held and such further
numbers in excess of their Basic Entitlement as could be satisfied, to the
extent that other Qualifying Shareholders did not take up their Basic
Entitlement.
The Open Offer closed at 3.00 p.m. on 9 December 2005, by which time valid
applications had been received in respect of 21,752,507 Open Offer Shares,
representing approximately 80.54 per cent. of the Open Offer Shares available
under the Open Offer. The remaining 5,255,362 Open Offer Shares and the
81,792,131 Placing Shares will now be subscribed for by institutional and other
investors with whom they were placed in terms of the Placing Agreement.
Sigma-Aldrich (NASDAQ: SIAL), a life sciences company, has invested £2.9 million
at the Issue Price, by subscribing for 11,528,041 new Ordinary Shares, alongside
the Placing and Open Offer. This investment is being made as part of a strategic
alliance, announced on 20 October 2005, which provides Sigma-Aldrich with an
exclusive licence to commercialise Oxford BioMedica's LentiVector(R) technology
for the reagent and research tool market.
The Placing and Open Offer and the Subscription remain conditional upon
admission of the New Ordinary Shares and the Subscription Shares to the Official
List of the UK Listing Authority and to trading on the London Stock Exchange's
market for listed securities ('Admission'). It is expected that Admission and
dealings in the New Ordinary Shares and the Subscription Shares will commence on
8.00 a.m. on 15 December 2005.
CREST stock accounts are expected to be credited on 15 December 2005 in respect
of New Ordinary Shares to be held in uncertificated form and definitive share
certificates in respect of New Ordinary Shares to be held in certificated form
are expected to be posted, where applicable, by 22 December 2005.
Including the net proceeds from the Placing and Open Offer and the Subscription,
the Company's pro-forma net cash balance at 30 June 2005 was approximately £47
million.
Unless the context provides otherwise, words and expressions defined in the
prospectus sent to Shareholders dated 16 November 2005 shall have the same
meanings in this announcement.
Commenting on the results of the EGM, Professor Alan Kingsman, Oxford
BioMedica's Chief Executive, said: 'We are very pleased to have completed this
Placing and Open Offer with strong support from both our existing and new
investors. Furthermore, we look forward to a successful relationship with our
strategic corporate investor, Sigma-Aldrich. The new funds will enable the
Company to initiate a Phase III trial with TroVax, our lead cancer
immunotherapy, and negotiate with commercial partners from a position of
strength.'
Professor Kingsman continued: 'Discussions with the FDA regarding our plans for
TroVax development have been helpful and encouraging. On advice from the FDA,
the Company plans to submit an application for a Special Protocol Assessment in
early 2006. This will be a Phase III randomised survival study comparing TroVax
to placebo in approximately 700 patients with metastatic renal cancer.
Recruitment is scheduled to begin in August 2006 and the data are expected to
support registration for this first indication in 2009. We look forward to
working with the FDA on the Special Protocol Assessment. This process and the
start of the Phase III trial represent significant milestones for Oxford
BioMedica.'
'TroVax is now a Phase III product, MetXia is in Phase II development for
pancreatic cancer and a further three products are expected to enter clinical
development in 2006. With the pipeline showing progress across all programmes,
opportunities for commercial collaborations, and now a strengthened balance
sheet, I believe that the Company can deliver significant value for
shareholders.'
-Ends-
For further information, please contact:
Oxford BioMedica plc: Tel: +44 (0)1865 783 000
Professor Alan Kingsman, Chief Executive
Evolution Securities: Tel: +44 (0) 20 7071 4300
Tim Worlledge, Matthew Wood
NM Rothschild & Sons: Tel: +44 (0) 20 7280 5000
Lynn Drummond, Christopher Bath
City/Financial Enquiries: Tel: +44 (0)20 7466 5000
Lisa Baderoon/ Mark Court/ Mary-Jane Johnson Buchanan Communications
Scientific/Trade Press Enquiries: Tel: +44 (0)20 7886 8150
Katja Stout/ Hannah Carter
Northbank Communications
Evolution Securities, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as sponsor, broker and underwriter for Oxford
BioMedica and no one else in connection with the Placing and the Open Offer and
will not be responsible to anyone other than Oxford BioMedica for providing the
protections afforded to its customers or for providing advice in relation to the
Placing and the Open Offer. Rothschild, which is regulated in the United Kingdom
by the Financial Services Authority, is acting as financial adviser for Oxford
BioMedica and no one else in connection with the Placing and the Open Offer and
will not be responsible to anyone other than Oxford BioMedica for providing the
protections afforded to its customers or for providing advice in relation to the
Placing and the Open Offer.
This Announcement has been issued by the Company and is the sole responsibility
of the Company. It has not been independently verified by Evolution, Rothschild
or any other person. This Announcement does not purport to be comprehensive or
to contain all the information that a recipient may need in order to evaluate
the Company. No representation or warranty, express or implied, is given and, so
far as is permitted by law and except in the case of fraud, no responsibility or
liability is accepted by any person, with respect to the accuracy or
completeness of the Announcement or its contents or any oral or written
communication in connection with the Placing and the Open Offer. In particular,
but without limitation, no representation or warranty is given as to the
achievement or reasonableness of, and no reliance should be placed on, any
projections, targets, estimates or forecasts contained in this Announcement. In
all cases, interested parties should conduct their own investigation and
analysis of the Company and the data contained in this Announcement.
None of the new Ordinary Shares have been, nor will be, registered in the United
States under the U.S. Securities Act 1933, as amended, or under the securities
laws of Australia, Canada, the Republic of Ireland or Japan and they may not,
subject to certain exceptions, be offered, sold, delivered or transferred,
directly or indirectly, in or into the United States, Australia, Canada, the
Republic of Ireland or Japan or any other jurisdiction where the extension or
availability of the Placing and the Open Offer or the offer or sale of such
securities would breach any applicable law (together, the 'Excluded
Territories') or to, or for the account or benefit of, any national, citizen or
resident of any of the Excluded Territories. This Announcement is not an offer
of securities for sale in the United States and securities may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended. There will be no public offer
of the new Ordinary Shares in the United States.
This Announcement shall not constitute or form any part of any offer or
invitation to subscribe for, underwrite or otherwise acquire, or any
solicitation of any offer to purchase or subscribe for, securities including in
the United States. Any purchase of, or application for, securities in respect of
the Placing and the Open Offer should only be made on the basis of information
contained in the Prospectus, which is expected to be posted to shareholders
later today, and any supplement thereto.
Prices and values of shares may go down as well as up and an investor may not
get back the amount invested. It should be noted that past performance is no
guide to future performance. Persons needing advice should consult an
independent financial adviser.
Certain statements made in this Announcement are forward-looking statements.
Such statements are based on current expectations and, by their nature, are
subject to a number of risks and uncertainties 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. The
information and opinions contained in this Announcement are subject to change
without notice and Oxford BioMedica assumes no responsibility or obligation to
update publicly or revise any of the forward-looking statements contained
herein.
The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this Announcement is released, published or distributed
should inform themselves about and observe such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction. None of Evolution, Rothschild or the Company, nor
their respective directors, officers or agents, accepts any liability to any
person in relation to the distribution or possession of the Announcement in any
jurisdiction.
Notes to editors
1. Oxford BioMedica
Oxford BioMedica (LSE: OXB) is a biopharmaceutical company specialising in the
development of novel gene-based therapeutics with a focus on the areas of
oncology and neurotherapy. The Company was established in 1995 as a spin out
from Oxford University, and is listed on the London Stock Exchange.
Oxford BioMedica has core expertise in gene delivery, as well as in-house
clinical, regulatory and manufacturing know-how. In oncology, the pipeline
includes an immunotherapy and a gene therapy in multiple Phase II trials, and a
preclinical targeted antibody therapy in collaboration with Wyeth. In
neurotherapy, the Company's lead product is a gene therapy for Parkinson's
disease, which is expected to enter clinical trials in 2006, and four further
preclinical candidates. The Company is underpinned by over 80 patent families,
which represent one of the broadest patent estates in the field.
The Company has a staff of approximately 70 split between its main facilities in
Oxford and its wholly owned subsidiary, BioMedica Inc, in San Diego, California.
Oxford BioMedica has corporate collaborations with Wyeth, Intervet,
Sigma-Aldrich, Viragen, MolMed and Kiadis; and has licensed technology to a
number of companies including Merck & Co, Biogen Idec and Pfizer.
Further information is available at www.oxfordbiomedica.co.uk
This information is provided by RNS
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