Result of Placing

RNS Number : 4397Q

Oxford Biomedica PLC

19 June 2020

 

19 June 2020

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND 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 IN OXFORD BIOMEDICA PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OXFORD BIOMEDICA PLC.

LEI: 213800S1GVQNXQ15K851  

Oxford Biomedica plc

("Oxford Biomedica" or the "Company" or the "Group")

Result of Placing

Oxford Biomedica, a leading gene and cell therapy group, is pleased to announce the successful completion of the placing announced yesterday (the "Placing").

A total of 5,000,000 new ordinary shares of fifty 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 in the UK, EU and US at a price of 800 pence per Placing Share (the "Placing Price") raising gross proceeds of £40 million for the Company and approximately £38.25 million net of expenses. The Placing Shares represent 6.5 per cent. of the issued ordinary share capital of the Company prior to the Placing. The Placing Price represents a discount of 3.5 per cent. to the closing price of 829 pence on 18 June 2020.

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 23 June 2020.

Smaller related party transaction

Novo Holdings A/S ("Novo") has agreed to subscribe for 503,000 Placing Shares at the Placing Price under, and on the terms and conditions of, the Placing. Novo is a substantial shareholder of the Company and therefore Novo is a related party of the Company. Novo'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.

Director/PDMR participation

The following Board members and PDMRs of the Company have agreed to subscribe for Placing Shares in the Placing.

Name of Director/PDMR	Position	Number of Placing Shares
John Dawson	Chief Executive Officer	1,875
Stuart Paynter	Chief Financial Officer	2,500
Stuart Henderson	Non-Executive Director	937
Alex Lewis	PDMR	1,875

Total voting rights

Following Admission, the Company's issued share capital will consist of 82,002,369 ordinary shares of 50 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 82,002,369.

The above figure (82,002,369) 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
John Dawson	Chief Executive Officer	T: [phone]
Stuart Paynter	Chief Financial Officer
Catherine Isted	Head of Corporate Development & IR
Peel Hunt LLP	James Steel, Oliver Jackson	T: [phone]
Joint Bookrunners	Jock Maxwell Macdonald
WG Partners LLP	David Wilson	T: [phone]
Joint Bookrunners	Claes Spång
Consilium Strategic Communications	Mary-Jane Elliott	T: [phone]
	Matthew Neal

About Oxford Biomedica

Oxford Biomedica (LSE:OXB) is a leading, fully integrated, gene and cell therapy group 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, CNS disorders, liver diseases and respiratory disease. The Group has also entered into a number of partnerships, including with Novartis, Bristol Myers Squibb, Sanofi, Axovant Gene Therapies, Orchard Therapeutics, Santen, Boehringer Ingelheim, the UK Cystic Fibrosis Gene Therapy Consortium and Imperial Innovations, through which it has long-term economic interests in other potential gene and cell therapy products. Additionally the group has signed a Clinical and Commercial Supply Agreement with AstraZeneca for manufacture of the adenoviral vectorbased COVID-19 vaccine candidate, AZN1222. Oxford Biomedica is based across several locations in Oxfordshire, UK and employs more than 550 people. Further information is available at  www.oxb.com

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" within the meaning of article 2(e) of Regulation (EU) 2017/1129, as amended from time to time (the "Prospectus Regulation")  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.); or (iii) are persons to whom it may otherwise be lawfully communicated (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) (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 article 2(e) of the Prospectus Regulation.

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 or WG Partners or any directors of the Company, 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.

Notification and public disclosure of transactions by persons discharging

managerial responsibilities and persons closely associated with them

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	1.  John Dawson 2.  Stuart Paynter 3.  Stuart Henderson 4.  Alex Lewis
2.	Reason for the notification
a.	Position/status	1.  Chief Executive Officer 2.  Chief Financial Officer 3.  Non-Executive Director 4.  PDMR
b.	Initial notification /Amendment	Initial
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Oxford Biomedica plc
b.	LEI	213800S1GVQNXQ15K851
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the Financial instrument, type of instrument Identification code	Ordinary Shares of 50p each GB00BDFBVT43
b.	Nature of the transaction	Purchase subject to Admission of new ordinary shares
c.	Price(s) and volume(s)	Price(s) Volume(s) 1.  800p 2.  800p 3.  800p 4.  800p 1.  1,875 2.  2,500 3.  937 4.  1,875
d.	Aggregated information · Aggregated volume · Price	N/A
e.	Date of the transaction	2020-06- 19; UTC time
f.	Place of the transaction	London Stock Exchange, Main Market (XLON)

 

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