Result of Placing

RNS Number : 3338H

Oxford Biomedica PLC

09 March 2018

 

9 March 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

OXFORD BIOMEDICA PLC

RESULT OF PLACING TO RAISE £20.5 MILLION

Oxford, UK - 9 March 2018: Oxford BioMedica plc ("Oxford BioMedica" or "the Company"; LSE: OXB), a leading gene and cell therapy company, is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 174,346,817 new ordinary shares of one pence each in the capital of the Company (the "Placing Shares") have been conditionally placed by Peel Hunt LLP ("Peel Hunt") and WG Partners LLP ("WG") (together, the "Joint Bookrunners") with new and existing investors at a price of 11.75 pence per Placing Share (the "Placing Price") raising gross proceeds of £20.5 million for the Company and approximately £19.3 million net of expenses. The Placing Shares represent 5.3 per cent. of the issued ordinary share capital of the Company prior to the Placing. The Placing Price represents a discount of 5.85 per cent. to the closing price of 12.48 pence on 8 March 2018  and a 5.70 per cent. discount to the middle market price of 12.46 pence on the London Stock Exchange at the time of announcement of the Placing.

The Placing has been supported by a range of new and existing institutional shareholders from both the U.S. and the UK.

The Placing Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares by reference to a record date falling after their issue.

The Placing is conditional, among other things, upon Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and the Joint Bookrunners not being terminated.

Applications have been made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission"). Admission is expected to take place at 8.00 a.m. on 14 March 2018.

Smaller related party transaction

M&G Investment Management Ltd ("M&G") has agreed to subscribe for 21,891,383 Placing Shares at the Placing Price under, and on the terms and conditions of, the Placing. M&G is a substantial shareholder of the Company and therefore M&G is a related party of the Company. M&G's participation in the Placing is classified as a smaller related party transaction for the purposes of Chapter 11.1.10R of the Listing Rules.

Total voting rights

Following Admission, the Company's issued share capital will consist of 3,283,687,286 ordinary shares of 1 pence each ("Ordinary Shares"). There are no Ordinary Shares held in treasury.

Accordingly, the total number of voting rights in Oxford BioMedica plc at Admission will be 3,283,687,286.

The above figure (3,283,687,286) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Oxford BioMedica plc under the FCA's Disclosure Guidance and Transparency Rules.

For further information, please contact:

Oxford BioMedica plc:	Tel: [phone]
John Dawson, Chief Executive Officer
Stuart Paynter, Chief Financial Officer
Peel Hunt (Joint Bookrunner):	Tel: [phone]
James Steel
Dr. Christopher Golden
Oliver Jackson Rory James-Duff / Sohail Akbar (ECM)
WG Partners (Joint Bookrunner):	Tel: [phone]
David Wilson
Claes Spang
Financial PR Enquiries:
Consilium Strategic Communications	Tel: [phone]
Mary-Jane Elliott
Matthew Neal
Philippa Gardner
Laura Thornton

About Oxford BioMedica

Oxford BioMedica (LSE:OXB) is a leading gene and cell therapy company focused on developing life changing treatments for serious diseases.  Oxford BioMedica and its subsidiaries (the "Group") have built a sector leading lentiviral vector delivery platform (LentiVector®), which the Group leverages to develop in vivo and ex vivo products both in-house and with partners.  The Group has created a valuable proprietary portfolio of gene and cell therapy product candidates in the areas of oncology, ophthalmology and CNS disorders.  The Group has also entered into a number of partnerships, including with Novartis, Bioverativ, Sanofi, GSK, Orchard Therapeutics, GC LabCell and Immune Design, through which it has long-term economic interests in other potential gene and cell therapy products.  Oxford BioMedica is based across several locations in Oxfordshire, UK and employs more than 300 people.  Further information is available at www.oxfordbiomedica.co.uk.

Important Notice

This announcement has been issued by, and is the sole responsibility of, the Company.

This announcement is restricted, and is not for publication, release or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which such publication or distribution would be unlawful.

The Placing Shares 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, Canada, Australia, New Zealand, the Republic of South Africa or Japan or of any other jurisdiction. The Placing Shares may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

In the United Kingdom, this announcement is only directed at persons who are qualified investors (as defined below) and (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.  No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Peel Hunt or WG Partners or any of their respective affiliates.

Peel Hunt and WG Partners, which are authorised and regulated in the United Kingdom by the FCA are acting for the Company and no one else in relation to the Placing and Admission and they will not be responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt and WG Partners or for providing advice in relation to any matter contained in this document or any matter or arrangement referred to in it. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt and WG Partners, or by any of their affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

END

 

 

ROIDMGGFRLGGRZM