Placing and Open Offer
Oxford Biomedica PLC
16 November 2005
IMMEDIATE RELEASE 16 NOVEMBER 2005
OXFORD BIOMEDICA ANNOUNCES UNDERWRITTEN INSTITUTIONAL PLACING AND OPEN OFFER AND
INVESTMENT BY SIGMA-ALDRICH TO RAISE £30.1 MILLION
Oxford, UK: 16 November 2005 - Oxford BioMedica (LSE: OXB), a gene therapy
company, announced today that it proposes to raise £30.1 million (approximately
£28.0 million net of expenses) by way of a Placing and Open Offer (the 'Issue')
and an investment by Sigma-Aldrich (the 'Subscription'), comprising an aggregate
of 120.3 million new Ordinary Shares at 25 pence per share.
A prospectus issued by the Company, once approved by the UK Listing Authority,
containing details of the Issue and Subscription is expected to be posted to
Qualifying Shareholders today together with an Application Form (where relevant)
and a Form of Proxy.
Oxford BioMedica announced separately today that the first patient has been
treated in a second US Phase II trial with TroVax(R) in renal cell carcinoma
(see separate announcement).
Summary of the fundraising:
• Placing and Open Offer with new and existing investors to raise £27.2
million (£25.1 million net of expenses) through the issue of 108.8 million new
Ordinary Shares at 25 pence per share.
• Open Offer to Qualifying Shareholders on the basis of one new Ordinary
Share for every 14 existing Ordinary Shares.
• The Issue is fully underwritten by Evolution Securities, the Company's
sponsor and broker. NM Rothschild & Sons acted as the Company's financial
adviser.
• Sigma-Aldrich, a life sciences and high technology company, will
invest £2.9 million at the Issue Price, which will involve the issue of 11.5
million 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.
• An EGM is expected to take place at 10 a.m. on 12 December 2005 and,
assuming all Resolutions are passed, the new Ordinary Shares are expected to
commence trading on 15 December 2005.
Commenting on the Issue, 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 institutional
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 and negotiate with commercial
partners from a position of strength. With the initiation of Phase III
development, a product 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.'
Meetings:
An analyst briefing will be held at 11:00 am today. The venue for the meeting
will be Buchanan Communications, 107 Cheapside, London EC2V 6DN.
Web cast:
Simultaneously to the analyst briefing, there will be a live audio web cast of
the presentation.
To connect to the web cast facility, please go to the Company's website: http://
www.oxfordbiomedica.co.uk/ approximately 10 minutes (10:50 am) before the start
of the briefing. This will also be available for replay shortly after the
presentation.
-Ends-
For further information, please contact:
Oxford BioMedica plc:
Professor Alan Kingsman, Chief Executive Tel: +44 (0)1865 783 000
Evolution Securities:
Tim Worlledge, Matthew Wood Tel: +44 (0) 20 7071 4300
NM Rothschild & Sons:
Lynn Drummond, Christopher Bath Tel: +44 (0) 20 7280 5000
City/Financial Enquiries:
Lisa Baderoon/ Mark Court/ Mary-Jane Johnson Mobile: 07721 413 496
Buchanan Communications Tel: +44 (0)20 7466 5000
Scientific/Trade Press Enquiries:
Katja Stout/ Hannah Carter
Northbank Communications Tel: +44 (0)20 7886 8150
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.
OXFORD BIOMEDICA PLC
('the Company', 'the Group' or ' Oxford BioMedica')
Proposed Placing and Open Offer of 108,800,000 New Ordinary Shares at 25p per
New Ordinary Share by Evolution Securities. Subscription by Sigma-Aldrich of
11,528,041 New Ordinary Shares at 25p per New Ordinary Share
Introduction
Your Board announced today that it proposes to raise approximately £25.1
million, net of expenses, by way of a Placing and Open Offer of, in aggregate
108,800,000 New Ordinary Shares at 25 pence per Ordinary Share conditional,
inter alia, upon the passing by Shareholders of the relevant requisite
Resolutions at the EGM. The Issue, which has been fully underwritten by
Evolution Securities, comprises 81,792,131 Placing Shares and 27,007,869 Open
Offer Shares. Qualifying Shareholders are being given the opportunity to
participate in this fundraising by way of the Open Offer, which is being made by
Evolution Securities on the Company's behalf.
The Issue Price represents a discount of 16.0 per cent. to the prevailing Middle
Market Price of 29.75 pence per Existing Ordinary Share at the close of business
on 15 November 2005, being the time of agreeing the Issue.
In addition, the investment in the Subscription Shares by Sigma-Aldrich of
approximately £2.9 million, which was announced on 20 October 2005, is being
made at the Issue Price and will involve the issue of 11,528,041 new Ordinary
Shares, conditional, inter alia, upon the passing by Shareholders of the
relevant requisite Resolutions at the EGM.
Information on Oxford BioMedica
Oxford BioMedica is developing gene-based products for a range of unmet medical
needs with an emphasis on oncology and neurotherapy. The Company has over 70
staff based mainly in Oxford and, in addition to Oxford BioMedica (UK), it has a
wholly owned subsidiary, BioMedica Inc., based in San Diego, US. Oxford
BioMedica has an active licensing programme for its suite of gene delivery
technologies. This initiative has to date secured eight licensees since 2004,
including Pfizer, Merck & Co, Biogen Idec and Sigma-Aldrich. Oxford BioMedica
has a broad product pipeline currently consisting of seven internal product
candidates, including two in Phase II development, TroVax(R) and MetXia(R), and
a further two products in development with partners.
TroVax is a novel cancer immunotherapy, which could be used to treat most solid
tumours. Clinical results have shown that the product is safe and stimulates an
anti-tumour immune response in the vast majority of patients. The Company plans
to initiate a Phase III trial with TroVax in renal cell carcinoma during 2006.
TroVax has been the subject of numerous meetings with potential commercial
partners over the past 18 months and the quality of the Phase II data and the
recently developed Phase III plans have been critical in advancing current
discussions.
MetXia is Oxford BioMedica's gene-based cancer therapeutic. Two Phase I/II
trials in various cancers and the first stage of a Phase II trial in pancreatic
cancer have been successfully completed. They have shown that the product is
safe and have provided anecdotal indications of efficacy. The Company plans to
secure development and commercialisation partners for the product following
successful completion of the current Phase II trial.
Three advanced preclinical candidates are expected to start clinical development
during 2006: two oncology products, partnered with Wyeth and Intervet
respectively, and the Company's lead neurotherapy product, ProSavin(R), which is
a gene-based therapy for Parkinson's disease.
By the end of 2006, the Company expects to have at least five products in
clinical development, two of which are already the subject of commercial
partnerships.
Use of proceeds of the Issue
The net proceeds of the Issue and the Subscription, amounting to approximately
£28.0 million, will be used to continue to fund the development of TroVax and
the other product candidates.
The Board believes that the Phase II trial results for TroVax have been so
encouraging that the Company's and Shareholders' interests will be best served
by proceeding straight to Phase III trials. Accordingly, the Group currently
intends to allocate up to £16.5 million of the net proceeds of the Issue to
initiate a single Phase III trial for TroVax in renal cell carcinoma commencing
in 2006. It remains the Group's intention to secure commercial partners for
TroVax. The Directors believe that the commencement of this trial will be
critical in maximising the value from a partner, as it allows the Company to
negotiate from a position of greater strength.
The balance of the net proceeds, amounting to approximately £11.5 million, will
be used to continue to develop MetXia and the Company's lead neurotherapy
product candidates, thereby broadening the clinical pipeline and enhancing the
product portfolio. Priority will be given to the completion of Phase II clinical
trial with MetXia for pancreatic cancer and the commencement of Phase I/II
clinical trials with ProSavin for Parkinson's disease and RetinoStat(R) for
vision loss.
In the event of securing a licensing partner for TroVax, it is likely that the
partner would be responsible for funding Phase III development, in which case
the unutilised funds raised from the Issue would be directed to the development
of other product candidates as described above.
Current trading and prospects
The unaudited interim results for the six months ended 30 June 2005 were
released on 20 September 2005. Since 30 June 2005, the Company's programmes have
progressed in line with expectations.
On 25 July 2005, the Company announced the award of a research grant, initially
for £350,000, to fund a key preclinical efficacy study for MoNuDin(R) and to
support preparations for clinical trials.
On 20 October 2005, the Company announced a strategic alliance with
Sigma-Aldrich for commercialisation of its LentiVector technology for the
reagent and research tool market, which identifies Sigma-Aldrich as Oxford
BioMedica's exclusive global partner in the development and marketing of
research products based on the LentiVector technology. Under the terms of this
agreement, the Company receives an undisclosed upfront payment, and is entitled
to annual minimum payments and royalties on sales. As part of the alliance,
Sigma-Aldrich undertook to invest US$5 million in new Ordinary Shares, to be
completed before 31 January 2006. Sigma-Aldrich will satisfy this obligation by
subscribing for 11,528,041 Subscription Shares at the Issue Price.
On 24 October 2005, Oxford BioMedica announced another licensing agreement for
its LentiVector technology with a Fortune 500 global biopharmaceutical company.
Under the agreement, the Company received an undisclosed upfront payment.
Details of the Issue
The Issue comprises the Placing of 81,792,131 Placing Shares and the Open Offer
of 27,007,869 Open Offer Shares raising, in total, approximately £25.1 million
(net of expenses). Oxford BioMedica has appointed Evolution Securities, as its
agent, to invite applications from Qualifying Shareholders to acquire the Open
Offer Shares at the Issue Price under the Open Offer. Qualifying Shareholders
may apply for Open Offer Shares on the basis of:
(a) 1 Open Offer Share for every 14 Existing Ordinary Shares held by such
Qualifying Shareholders and registered in their names on the Record Date, and so
in proportion for any other number of Existing Ordinary Shares then held (the
Basic Entitlement); and
(b) further Open Offer Shares in excess of their Basic Entitlement (although
such Open Offer Shares will only be allotted to the extent that the Basic
Entitlements of other Qualifying Shareholders are not fully taken up).
Qualifying Shareholders may apply for their Basic Entitlement or for more or
less than their Basic Entitlement should they so wish. Valid applications up to
their Basic Entitlement will be accepted in full. Valid applications for more
than Qualifying Shareholders' Basic Entitlements will be treated as valid for
their Basic Entitlements, but may be scaled down.
The Company's Shareholder base currently comprises a diverse range of
Shareholders, which in the opinion of the Board, would have been unlikely to
provide sufficient support for a pre-emptive issue to raise approximately £25
million for the Company. In order to ensure the success of the Issue and to
broaden the institutional Shareholder base, the Board concluded that a
significant element of the Issue should be made by way of a Placing.
In order to attract the necessary interest in the Placing from institutional
investors, the Issue Price was set at 25 pence, which represents a discount of
16.0 per cent. to the Middle Market Price of 29.75 pence per Existing Ordinary
Share at the time of agreeing the Issue, being the close of business on 15
November 2005.
Admission
Application will be made to the UK Listing Authority for admission of the New
Ordinary Shares to the Official List and to the London Stock Exchange for
admission of the New Ordinary Shares to trading on its market for listed
securities. Subject to the Placing and Open Offer and Subscription becoming
unconditional in all respects, it is expected that Admission will become
effective and that dealings in the New Ordinary Shares, fully paid, will
commence by no later than 8.00 a.m. on 15 December 2005.
Extraordinary General Meeting
An extraordinary general meeting to approve the Resolutions, to be held at
offices of Morrison & Foerster, CityPoint, One Ropemaker Street, London, EC2Y
9AW, will be convened on 12 December 2005 at 10.00 a.m. Further information on
the Resolutions (which are to authorise the directors of the Company to allot
and to disapply statutory pre-emption rights in respect of the New Ordinary
Shares is set out in the Prospectus.
Prospectus
It is expected that the Prospectus, setting out full details of the Placing and
the Open Offer and containing further information on the Company, the Notice of
EGM and the Form of Proxy, will be posted to Shareholders later today, once the
Prospectus is approved by the UK Listing Authority and, in the case of
Qualifying Shareholders, accompanied by the Application Form. Application Forms
will be personal to Qualifying Shareholders and may not be transferred except to
satisfy bona fide market claims.
Expected timetable of principal events
the close of business on
Record Date for the Open Offer 14 November 2005
Latest time and date for splitting Application Forms
(to satisfy bona fide market claims only) 3.00 p.m. on 7 December 2005
Latest time for receipt of Application Forms
and payment in full under the Open Offer 3.00 p.m. on 9 December 2005
Latest time and date for receipt of Forms of
Proxy for the Extraordinary General Meeting 10.00 a.m. on 9 December 2005
Extraordinary General Meeting 10.00 a.m. on 12 December 2005
Admission and commencement of dealings
in New Ordinary Shares 8.00 a.m. on 15 December 2005
New Ordinary Shares in uncertificated form expected
to be credited to CREST stock accounts 15 December 2005
Definitive share certificates for New Ordinary Shares in
certificated form expected to be despatched By 22 December 2005
Notes
1. Each of the times and dates in the above timetable is subject to change, in
which event details of the new times and dates will be notified to the UK
Listing Authority, to the London Stock Exchange and, where appropriate, to
shareholders.
2. References to times in this Announcement are to London time.
Definitions
The following definitions apply throughout this Announcement, unless the context
otherwise requires
'Admission' admission of the New Ordinary Shares and the
Subscription Shares to the Official List and to trading on
the market for listed securities of the London Stock
Exchange;
'Application Form' the application form accompanying the Prospectus on
which Qualifying Shareholders may apply for Open
Offer Shares;
'Basic Entitlement' the entitlement of Qualifying Shareholders to apply for
Open Offer Shares on the basis of 1 Open Offer Share
for every 14 Existing Ordinary Share held and
registered in their names on the Record Date;
'Board' the board of directors of the Company from time to time;
'certificated' or 'in certificated a share or other security which is not in uncertificated
form' form (or held in CREST);
'Company' or 'Oxford Oxford BioMedica plc, a company incorporated in
BioMedica' England and Wales with registered number 3252665,
whose registered office is at Medawar Centre, Robert
Robinson Avenue, The Oxford Science Park, Oxford,
OX4 4GA, United Kingdom;
'CREST' the system for the paperless settlement of trades in
securities and the holding of uncertificated securities in
accordance with the CRESTCo Regulations operated
by CRESTCo;
'Director' a director of the Company;
'Evolution Securities' Evolution Securities Limited;
'Extraordinary General the extraordinary general meeting of the Company to be
Meeting' or 'EGM' convened on 12 December 2005 pursuant to the notice
set out in the Prospectus, including any adjournment
thereof;
'Form of Proxy' the form of proxy for use at the Extraordinary General
Meeting, accompanying the Prospectus;
'Issue' the proposed Placing and Open Offer to holders of
Existing Ordinary Shares;
'Issue Price' 25 pence per New Ordinary Share and Subscription
Share;
'London Stock Exchange' London Stock Exchange plc or its successor(s);
'New Ordinary Shares' the Placing Shares and the Open Offer Shares;
'Official List' the official list of the UK Listing Authority;
'Open Offer' the open offer being made by Evolution Securities, as
agent for the Company pursuant and subject to the
Placing and Underwriting Agreement, to Qualifying
Shareholders constituting an invitation to subscribe for
the Open Offer Shares (which have been conditionally
placed pursuant to the Placing, subject to clawback to
satisfy valid applications by Qualifying Shareholders) on
the terms and subject to the conditions set out in the
Prospectus and in the Application Form;
'Open Offer Shares' 27,007,869 new Ordinary Shares placed pursuant to the
Open Offer;
'Oxford BioMedica Group' or the Company together with its subsidiaries and
'the Group' subsidiary undertakings;
'Ordinary Shares' the ordinary shares of 1 penny each in the capital of the
Company;
'Placing' the conditional placing by Evolution Securities of the
New Ordinary Shares on behalf of the Company on the
terms and subject to the conditions contained in the
Placing and Underwriting Agreement;
'Placing Shares' 81,792,131 new Ordinary Shares placed pursuant to the
Placing;
'Placing and Underwriting the agreement dated 16 November 2005 between
Agreement' Evolution Securities and the Company relating to the
Issue
'Prospectus' the document expected to be dated 16 November 2005
and posted to Shareholders on that day comprising a
prospectus relating to the Company for the purpose of
the Issue, Subscription and Admission;
'Qualifying Shareholders' holders of Existing Ordinary Shares on the register of
members of the Company on the Record Date (other than
certain Restricted Shareholders as described the
Prospectus);
'Record Date' the close of business in London on 14 December 2005
in respect of the entitlements of Qualifying Shareholders
under the Open Offer;
'Resolutions' the resolutions to be proposed at the Extraordinary
General Meeting;
'Shareholders' holders of Ordinary Shares;
'Sigma-Aldrich' Sigma-Aldrich Company Limited;
'Subscription' the subscription by Sigma-Aldrich of Subscription
Shares pursuant to the Subscription Agreement;
'Subscription Shares' the 11,528,041 new Ordinary Shares to be issued to
Sigma-Aldrich pursuant to the Subscription Agreement
on the basis that the Placing and Underwriting
Agreement becomes unconditional;
'UK Listing Authority' the Financial Services Authority acting in its capacity as
The competent authority for the purposes of FSMA;
This information is provided by RNS
The company news service from the London Stock Exchange