Rights Issue
Oxford Biomedica PLC
16 September 2003
For immediate release
16 September 2003
For further information, please contact:
Oxford BioMedica plc
Professor Alan Kingsman, Chief Executive Tel: +44 (0)1865 783 000
Collins Stewart Limited
Paul Davies Tel: +44 (0)20 7523 8309
City/Financial Enquiries:
Mike Wort, James Chandler: Beattie Financial Tel: +44 (0)20 7398 3300
Scientific/Trade Press Enquiries:
Sue Charles, Katja Stout: Northbank Communications Tel: +44 (0)20 7886 8150
FULLY UNDERWRITTEN RIGHTS ISSUE
TO RAISE APPROXIMATELY £20 MILLION NET
Not for release, distribution or publication in whole or in part, directly or
indirectly, in or into the United States, Canada, Australia, the Republic of
Ireland, Japan or South Africa
Oxford, UK: 16 September 2003 - Oxford BioMedica announced today that it is
proposing to raise £20.4 million, being approximately £22.1 million before
expenses, by means of a fully underwritten 27 for 50 Rights Issue.
The Rights Issue of approximately 130 million New Ordinary Shares at a price of
17p per New Ordinary Share is being made to Qualifying Shareholders by way of a
27 for 50 Rights Issue. This represents a discount of 32.7 per cent. to the
closing middle market price of 25.25 pence per Ordinary Share on 15 September
2003, the last business day before this announcement. The Rights Issue has been
fully underwritten by Collins Stewart.
The proceeds of the Rights Issue will be used to continue the development of the
Company's existing portfolio to a stage where the products can generate
significant revenues, taking Oxford BioMedica towards profitability.
Commenting on the announcement, Oxford BioMedica's chief executive, Professor
Alan Kingsman said, 'The fully underwritten Rights Issue has been a great
success. The strengthened cash position should enable Oxford BioMedica to reach
key clinical milestones and improves the prospects of securing optimal licensing
agreements on the lead products. As the most advanced products move towards the
later stages of clinical development, Oxford BioMedica has set a clear path to
profitability.'
-Ends-
Notes to editors
Oxford BioMedica
Oxford BioMedica (LSE: OXB) is a biopharmaceutical company specialising in the
development of gene-based products for a range of unmet medical needs with an
emphasis on new cancer products, which combine novel mechanisms of action with
very low side effects, and innovative neurotherapy products, which address large
and, in several areas, untapped markets. The products are all protected by
multiple patents comprising a total intellectual property portfolio of some 69
patent families.
In addition to its technical research skill-base, Oxford BioMedica has in-house
clinical, regulatory and manufacturing know-how. The development pipeline
includes two novel anti-cancer products in clinical trials and a gene-based
treatment for Parkinson's disease, which is in late preclinical studies.
TroVax(R), Oxford BioMedica's lead cancer immunotherapy product, is in Phase II
trials for colorectal cancer. Further Phase II trials are planned for breast and
renal cancer. MetXia(R), Oxford BioMedica's lead gene-based cancer therapeutic,
is based on a highly engineered retrovirus gene delivery system expressing a
specific human cytochrome P450 gene. MetXia is being investigated in a Phase I/
II trial in breast cancer, and regulatory submissions are under review for
trials in pancreatic cancer.
Oxford BioMedica has a wholly owned subsidiary in San Diego, USA. Oxford
BioMedica has corporate collaborations with Wyeth, Intervet, Kiadis, Amersham,
Arius Research and Viragen.
Further information is available at http://www.oxfordbiomedica.co.uk
OXFORD BIOMEDICA PLC RIGHTS ISSUE
Not for release, distribution or publication in whole or in part, directly or
indirectly, in or into the United States, Canada, Australia, the Republic of
Ireland, Japan or South Africa
Introduction
Oxford BioMedica announces today that it proposes to raise approximately £20.4
million, being £22.1 million before expenses, by the issue of 27 new Ordinary
Shares for every 50 existing Ordinary Shares at a price of 17 pence.
The proposed capital raising is to be made by way of a Rights Issue of
approximately 130 million new Ordinary Shares to Qualifying Shareholders on the
basis of 27 new Ordinary Shares for ever 50 existing Ordinary Shares held at the
close of business on 25 September 2003. The Issue Price of 17 pence represents
a discount of 32.7 per cent. to the middle market closing price of 25.25 pence
per Ordinary Share on 15 September 2003, the last dealing day prior to the
announcement of the Rights Issue.
To implement the Rights Issue, there will be an Extraordinary General Meeting to
seek authority from Shareholders to allot the Rights Shares.
Use of proceeds
The net proceeds of the Rights Issue, amounting to approximately £20.4 million,
will be used to continue to fund the development of the Company's existing
portfolio of candidate products to a stage where they can generate significant
revenues for the Group taking the Company towards profitability. In particular,
the Directors believe that further investment in clinical studies within the
Group's oncology programmes, will enhance the value of the candidate products.
Also, additional working capital will allow the Company to take its lead
neurotherapy candidate products into clinical trials, thereby broadening its
clinical pipeline beyond cancer related products and spreading risk across an
enhanced product portfolio.
The Directors anticipate that approximately 51 per cent. and 49 per cent. of the
net proceeds will be used to develop oncology and neurotherapy candidate
products respectively.
Current trading and prospects
The Company has completed its transformation from a research-biased company to a
company focused on the clinical development of its products. Operating expenses
have been reduced in the first seven months of the current financial year as a
result of cost saving strategies implemented in 2002 and in the early part of
2003.
The progress made during the year to date in the development of the Company's
candidate products is set out in detail in the Chairman's statement in the
interim results of the Company, which are also announced today.
In view of the above, the Directors view the future prospects of the Group for
the current and forthcoming financial year with confidence, particularly as
candidate products demonstrate proof of principle in early clinical trials.
Expected Timetable
Record date for the Rights Issue Close of business on 25 September
Extraordinary General Meeting 10.00 am on 2 October 2003
Despatch of Provisional Allotment letters ('PALs') 2 October 2003
Admission and dealings in Nil Paid Rights commence 3 October 2003
Latest time and date for splitting PALs 3.00 pm on 22 October 2003
Latest time and date for acceptance, payment in full and 9.30 am on 24 October 2003
registration of renunciation
Date for crediting CREST stock accounts 27 October 2003
Date of despatch of definitive share certificates in respect of 31 October 2003
Rights Shares
Principal terms of the Rights Issue
The Board proposes to offer up to 129,802,716 Rights Shares by way of a Rights
Issue to Qualifying Shareholders at 17 pence per Rights Share. The Rights Issue
will be on the basis of 27 new Ordinary Shares for every 50 existing Ordinary
Shares held by Qualifying Shareholders on the Record Date.
The Issue Price of 17 pence per new Ordinary Share represents a 32.7 per cent.
discount to the closing middle market price of 25.25 pence per share on 15
September 2003, the last dealing day before the announcement of the Rights
Issue.
The Rights Issue is conditional upon (i) the passing of the Resolution at the
Extraordinary General Meeting, (ii) Admission of the Nil Paid Rights becoming
effective on or before 8.00 am on 3 October 2003 (or such later time and/or date
as Collins Stewart and Oxford BioMedica may agree in writing, being not later
than 17 October 2003), and (iii) the Underwriting Agreement becoming
unconditional in all respects and not having been terminated in accordance with
its terms on or before Admission.
The Rights Shares will, when issued and fully paid, rank equally with the
existing Ordinary Shares.
It is expected that Admission will become effective and dealings in the Nil Paid
Rights will commence on 3 October 2003.
Notes
The Prospectus which contains details of the Rights Issue is expected to be
posted to Shareholders today.
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, the Nil Paid Rights or
the Fully Paid Rights (the 'Securities'). Any purchase of, or application for,
securities in the Rights Issue should only be made on the basis of information
in the Prospectus and any supplement thereto.
None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares nor
the Provisional Allotment Letters have been or will be registered under the
United States Securities Act of 1933, as amended (the 'Securities Act'), or
qualified for sale under the securities laws of any state of the United States
or of any province or territory of Australia, Canada, Japan, South Africa or the
Republic of Ireland and, accordingly, unless a relevant exemption from the
requirements of those jurisdictions is available, they may not be offered, sold,
taken up, delivered, renounced or transferred directly or indirectly in or into
Australia, the United States, Canada, Japan, South Africa or the Republic of
Ireland. No prospectus in relation to the New Ordinary Shares has been lodged
with, nor has the offer or sale of the new Ordinary Shares been registered by
the United States Securities and Exchange Commission, the Australian Securities
& Investment Commission or any securities authority in Canada, Japan, South
Africa or the Republic of Ireland. Overseas Shareholders and any person
(including, without limitation, nominees and trustees) who has a contractual or
other legal obligation to forward this document to a jurisdiction outside the UK
should seek appropriate advice before taking any action. The attention of
Overseas Shareholders is specifically drawn to the paragraph entitled 'Overseas
Shareholders' in paragraph 16 of Part III of the Prospectus.
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