Full List/Placing& Open Offer

Oxford Biomedica PLC 12 March 2001 Not for release, publication or distribution in or into the United States, Canada, Australia, Japan or the Republic of Ireland OXFORD BIOMEDICA PLC Admission to the Official List Placing of 54,550,000 new Ordinary Shares at 55p per share to raise approximately £30 million Open Offer of up to 19,149,701 new Ordinary Shares at 55p per share The Board of Oxford BioMedica announced today that it has applied to the UK Listing Authority for the Company's 172,347,312 Existing Ordinary Shares, and up to 73,699,701 New Ordinary Shares issued pursuant to a Placing and an Open Offer, to be admitted to the Official List and for such shares to be admitted to trading on the London Stock Exchange. The Company has been listed on the Alternative Investment Market since December 1996. The Company is proposing to raise approximately £27 million net of expenses by means of a firm Placing which has been fully underwritten by Rothschild and Beeson Gregory jointly and up to approximately £10 million through an Open Offer. The Open Offer is not being underwritten. The proceeds of the Placing and the Open Offer will be used to continue to strengthen the Company and to progress the candidate products to a stage where they can generate significant revenues for the Group. Summary * Admission to the Official List and to trading on the London Stock Exchange. * Placing to raise approximately £27 million (net of expenses) and up to approximately £10 million through an Open Offer. * The Placing has been fully underwritten by Rothschild and Beeson Gregory jointly. * The Directors intend to use the proceeds to increase the clinical trial programme, continue to build alliances with major pharmaceutical companies, further strengthen its intellectual property position and establish a US operation. * Admission is expected to become effective and dealing in the Existing Ordinary Shares and New Ordinary Shares to commence on Tuesday, 17 April 2001. Commenting, Alan Kingsman, Chief Executive of Oxford BioMedica, said: 'Oxford BioMedica's move to the Official List has been a long held ambition for us and we are pleased to have achieved this goal. Simultaneously, we have raised a substantial sum for the development of the Company with respect to its product pipeline, intellectual property and international presence. It has been important to achieve these goals now in order to take advantage of new commercial and corporate opportunities. We have been fully supported in this by a range of quality UK and European institutions during a particularly difficult time for the biotech sector. We believe that this is a very positive endorsement from investors, reflecting Oxford BioMedica's growing standing in the biotech sector and its long term potential.' Timetable Record date for the Open Offer Friday, 2 March 2001 Latest time and date for splitting 3.00 p.m., Thursday, 5 Application Forms April 2001 (to satisfy bona fide market claims) Latest time and date for receipt of 3.00 p.m., Monday, 9 completed Application Forms and April 2001 payment in full under the Open Offer Latest time and date for receipt of 4.00 p.m., Tuesday, 10 forms of proxy April 2001 Time and date of Extraordinary General 4.00 p.m., Thursday, 12 Meeting April 2001 Admission and commencement of dealings Tuesday, 17 April 2001 in the Existing Ordinary Shares and New Ordinary Shares CREST accounts credited Thursday, 19 April 2001 Despatch of share certificates Thursday, 26 April 2001 For further information: Oxford BioMedica plc +44 (0)1865 783000 Alan Kingsman, Chief Executive N M Rothschild & Sons Limited +44 (0)20 7280 5000 Tony Stuart Beeson Gregory Limited +44 (0)20 7488 4040 Nick Rodgers Merlin Financial +44 (0)20 7606 1244 David Simonson Melanie Toyne Sewell HCC De Facto Group +44 (0)20 7496 3300 Chris Gardner Rothschild, which is regulated by The Securities and Futures Authority Limited, is acting as financial adviser and sponsor to Oxford BioMedica plc in connection with the Admission, the Placing and the Open Offer and no one else and will not be responsible to any person other than Oxford BioMedica plc, for providing the protections afforded to its customers or for providing advice in relation to the Admission, the Placing and the Open Offer. Beeson Gregory, which is regulated by the Securities and Futures Authority Limited, is acting as broker to Oxford BioMedica plc in connection with the Admission, the Placing and the Open Offer and no one else and will not be responsible to any person other than Oxford BioMedica plc, as broker, for providing the protections afforded to its customers or for providing advice in relation to the Admission, the Placing and the Open Offer. The Open Offer is not being made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telex or telephone) of interstate or foreign commerce, or any facilities of a national securities exchange of the United States or Canada and cannot be accepted by any such use, means, instrumentality or facility in or from within the United States or Canada and is not being made directly or indirectly in or into the Republic of Ireland, Australia or Japan. This document is not an offer of securities for sale in the United States and the New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended), nor under the laws of any state of the United States, and the relevant clearances have not and will not be obtained from the relevant authorities in Canada, the Republic of Ireland, Australia or Japan. Accordingly, New Ordinary Shares may not be offered, sold or delivered directly, or indirectly in or into such jurisdictions. This document contains a summary of information extracted from the Prospectus dated 12 March 2001, copies of which are available for inspection at the Document Viewing Facility of the Financial Services Authority, 25 The North Colonnade, London E14 5HS during normal business hours on any weekday (excluding Saturday, Sunday and public holidays) from the date of this announcement up to and including Monday, 9 April 2001. Not for release, publication or distribution in or into the United States, Canada, Australia, Japan or the Republic of Ireland OXFORD BIOMEDICA PLC Admission to the Official List Placing of 54,550,000 new Ordinary Shares at 55p per share to raise approximately £30 million Open Offer of up to 19,149,701 new Ordinary Shares at 55p per share Introduction The Board of Oxford BioMedica announced today that it has applied to the UK Listing Authority for the Company's 172,347,312 Existing Ordinary Shares, and up to 73,699,701 New Ordinary Shares issued pursuant to a Placing and an Open Offer, to be admitted to the Official List and for such shares to be admitted to trading on the London Stock Exchange. The Company has been listed on the Alternative Investment Market since December 1996. The Company is proposing to raise approximately £27 million net of expenses by means of a firm Placing which has been fully underwritten by Rothschild and Beeson Gregory jointly and up to approximately £10 million through an Open Offer. The Open Offer is not being underwritten. Information on Oxford BioMedica Oxford BioMedica specialises in the development and application of gene-based therapeutics using advanced gene delivery technologies. The Company has a broad portfolio of technologies including genes, tumour antigens, viral vectors, targeted gene delivery and antibodies which are protected by 54 patent families, including 9 in-licensed patent families. Oxford BioMedica has a pipeline of product candidates in research and development of which a gene therapy product, MetXia, for cancer and a gene-based immunotherapy product, TroVax, for cancer are in Phase I/II clinical trials. Oxford BioMedica has a strategy to pursue the in-house development of key products in the areas of cancer and neurodegenerative disease, while simultaneously placing the same technology and product components alongside those of collaborative partners, who generally fund the research programme, to generate new product opportunities. The formation of the Gene Discovery Division in August 2000 has further enabled Oxford BioMedica to diversify its revenue generation strategy by utilising its proprietary technology to provide target validation systems and target identification to the pharmaceutical industry. During the past year, Oxford BioMedica has divided its operations into three divisions: Gene Therapy, Gene-based Immunotherapy and Gene Discovery. Gene Therapy Division Oxford BioMedica has development programmes and candidate products in the therapeutic areas of cancer, neurobiology, cardiovascular disease and HIV infection. The most advanced product currently in development is MetXia which is currently in Phase I/II clinical trials for breast and ovarian cancer. These trials are currently anticipated to be completed in Q4 2001. Oxford BioMedica also has a number of products in preclinical development, being MetXia-VM (in collaboration with PolyMASC for cancer), MetXia-MG (in collaboration with IDM for cancer), ProSavin (Parkinson's disease), ImmStat (AIDS/HIV) and an angiogenesis programme (in collaboration with Aventis for cardiovascular disease). Gene-based Immunotherapy Division Oxford BioMedica's current immunotherapy programmes are directed towards cancer with TroVax as its lead product. TroVax is currently in Phase I/II clinical trials for colorectal cancer, which are anticipated to complete in Q2 2002. TroVax-VET is also in preclinical development for veterinary cancer in collaboration with Virbac, and under a collaboration agreement with IDM Oxford BioMedica is in preclinical development of two further candidate products in cancer (TroVax-DC and BetOvac-MG). Oxford BioMedica also has a number of additional projects currently in the research phase including collaborations with Wyeth and Nycomed Amersham. Gene Discovery Division The gene discovery programme utilises Oxford BioMedica's proprietary gene transfer technology to provide the pharmaceutical industry with what the Directors believe to be a novel gene hunting approach. Oxford BioMedica is active in two main areas of gene discovery: Target Validation (utilising the Company's LentiVector technology) and Target Identification (utilising the Company's Smartomics technology). Oxford BioMedica has already attracted two major pharmaceutical companies (Aventis and AstraZeneca) who are collaborating with the Company in its target validation programme. Summary financial information Summary financial information, extracted from the audited financial information for the years ended 31 December 1999 and 2000 is set out below: Year ended 31 December 1999 2000 £'000 £'000 Turnover 436 732 Operating loss (4,407) (5,936) Loss for the period (4,189) (5,002) Loss per ordinary share (3.0p) (3.1p) Net assets per ordinary share 2.7p 7.5p Current trading and prospects for Oxford BioMedica Since 31 December 2000, trading has continued in line with expectations and Oxford BioMedica has announced a number of commercial agreements, with Wyeth (19 January 2001) under which Wyeth gained exclusive development and world-wide marketing rights to an Oxford BioMedica anti-cancer therapy and with the French Centre for National Scientific Research and the University of Montpelier (1 February 2001) that grants Oxford BioMedica exclusive access to antibody technology developed by Dr. Marc Piechaczyk at the University of Montpelier. Oxford BioMedica also recently announced an agreement with King's College London under which Oxford BioMedica gained exclusive use of a proprietary gene, RARb2, associated with nerve regeneration. All these agreements are regarded by the Company as having been entered into in the ordinary course of business. The agreement with Wyeth is the most significant of the agreements entered into by the Company since 31 December 2000 and has the potential to generate up to $24 million in upfront and milestone payments prior to the commencement of royalty payments. While the other agreements have potential for a long term impact on the trading prospects of the Company, they have had no material effect on the Company since 31 December 2000. The Directors estimate that the funding requirements for the period of two years from Admission will amount to approximately £28 million. The Directors believe that such funding requirements can be met from the Company's existing cash resources and from the net proceeds of the Placing. As a consequence of continuing investment in research and development, the Directors expect the Oxford BioMedica group to continue making losses in 2001. The Company intends to spread the risk associated with product development by pursuing a strategy that aims to develop a portfolio of products and commercial interactions to satisfy a broad range of markets for its products. Oxford BioMedica is developing a number of key products in- house in the areas of cancer and neurodegenerative diseases, while simultaneously placing the same technology and product components alongside those of collaborative partners, who it is anticipated will pay for all, or a significant part, of the research and development programme, to generate new product opportunities. This strategy is supported by the creation of Oxford BioMedica's Gene Discovery Division in August 2000 to further diversify the Company's revenue generation strategy by utilising its proprietary technology to provide target validation systems and target identification to the pharmaceutical industry. Oxford BioMedica has two products in Phase I/II clinical trials, a further eight collaborative arrangements for products in preclinical trials or research and two major pharmaceutical customers for its target validation programme. Details of the Placing and the Open Offer Oxford BioMedica proposes to raise approximately £27 million, net of fees and expenses, by way of a firm Placing of 54,550,000 new Ordinary Shares at 55p per share and up to approximately £10 million through an Open Offer of up to 19,149,701 new Ordinary Shares at 55p per share. Beeson Gregory has agreed, as agent for Oxford BioMedica, to procure subscribers or, failing which, Rothschild and Beeson Gregory have jointly agreed to subscribe as principals at the Placing Price for the New Ordinary Shares which are to be issued in connection with the Placing. Qualifying Shareholders are invited by Rothschild (as agent for the Company) to apply for as many Offer Shares (using a whole number) as they wish under the Open Offer. In the event that the Company receives valid applications under the Open Offer for more than 19,149,701 Offer Shares in aggregate, applications by Qualifying Shareholders will be satisfied in full up to their pro rata basic entitlement, being: 1 Offer Share for every 9 Existing Ordinary Shares held by them on the Record Date, and so in proportion to the number of Existing Ordinary Shares then held. Fractional entitlements to Offer Shares will not be issued to Qualifying Shareholders and no cash payment will be made in lieu of fractional entitlements. Accordingly, the entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. The Open Offer is not being underwritten. However, any Offer Shares not taken up by Qualifying Shareholders may be placed by Beeson Gregory, as agent for the Company and for the benefit of the Company, at a price per Ordinary Share no less than the Placing Price. Applications in excess of a Qualifying Shareholder's basic entitlement will be satisfied only to the extent that applications by other Qualifying Shareholders are made for less than their guaranteed minimum pro rata entitlements. Allocations of Offer Shares in respect of excess applications will be made pro rata to the number of excess shares applied for. Qualifying Shareholders should be aware that the Open Offer is not a rights issue and that Offer Shares not applied for under the Open Offer will not be sold in the market for the benefit of Qualifying Shareholders who do not apply for them under the Open Offer. Application forms are personal to shareholders and may not be transferred except to satisfy bona fide market claims. The Placing and the Open Offer are both conditional upon approval by Shareholders and Admission by no later than Tuesday, 17 April 2001, or such later date (being no later than Tuesday, 1 May 2001) as Rothschild may decide. Use of Proceeds The net proceeds of the Placing and the Open Offer will be used to continue to strengthen the Company and to progress the candidate products to a stage where they can generate significant revenues for the Group. The Directors intend to: * develop the Company's product pipeline by increasing the Company's clinical trial programme; * increase the resources that are applied to building alliances with major pharmaceutical companies; * further strengthen the Company's intellectual property position from both in-house activities and in- licensing; and * establish a US operation for business development, clinical trials and new product development. The Directors estimate that the net proceeds of the Placing are expected to be £27 million, of which £12 million will be invested in further research and development in gene therapy and gene-based immunotherapy, £6 million will be invested in preclinical and early clinical development of candidate products, and £9 million will be invested in the establishment of operations in the United States of America. Included in these estimates is capital expenditure of £5 million. It is the Directors' current intention to place the funds on deposit pending use. The Directors' current intention is to apply any proceeds received pursuant to the Open Offer to increase the investment made by the Company in the areas identified in the paragraph above. As a result of the institutional cash placing in August 2000 which raised net proceeds of £8.5 million, the Oxford BioMedica Group had cash balances totalling £11.6 million at 31 December 2000. The Directors intend that the majority of this will be used to fund the Gene Discovery Division. Lock-up Agreements All of the Directors, their spouses and senior employees of Oxford BioMedica who will hold Ordinary Shares or options over Ordinary Shares at Admission have agreed not to sell Ordinary Shares during the six month period following Admission. However, this lock-up does not apply in respect of 909,091 Ordinary Shares held by Susan Kingsman, 363,516 Ordinary Shares held by Andrew Wood and/or over which Andrew Wood has options, 48,808 Ordinary Shares over which Sharon Wood has options, 440,000 Ordinary Shares held by Neill MacKenzie and/or over which Neill MacKenzie has options and 60,000 Ordinary Shares held by Julia MacKenzie, and those persons are free to sell such shares at any time after Admission. In addition, the lock-up does not apply to a sale of Ordinary Shares on exercise by Prelude Trust plc of an option granted to it by Alan Kingsman and Susan Kingsman to acquire up to 938,549 and 952,861 of the Ordinary Shares held by them, respectively. Prelude Trust plc, a major shareholder in Oxford BioMedica, The Chancellor, Masters and Scholars of the University of Oxford and ATM Investments Limited have agreed not to sell Ordinary Shares held by them (or to which they are beneficially entitled) at Admission, during the six month period following Admission. However, this lock-up does not apply in respect of 4,545,454 Ordinary Shares held (or beneficially owned) by Prelude Trust plc and 2,624,272 Ordinary Shares held by ATM Investments Limited and those shareholders are free to sell such shares at any time after Admission. In addition, the lock-up does not apply to a sale of Ordinary Shares on exercise by Prelude Trust plc of an option granted to it by ATM Investments Limited to acquire up to 570,552 of the Ordinary Shares held by ATM Investments Limited. Recommendation The Directors of Oxford BioMedica, who have been so advised by Rothschild, the Company's financial adviser, consider the Admission, the Placing and the Open Offer to be in the best interests of the Company and its shareholders as a whole. In providing advice to the Directors, Rothschild has taken into account the Directors' commercial assessments. The Directors of Oxford BioMedica unanimously recommend Shareholders to vote in favour of all the Resolutions to be proposed at the Extraordinary General Meeting and those Directors holding Ordinary Shares have undertaken to vote in favour of the Resolutions in respect of their own aggregate beneficial holdings of 18,972,800 Ordinary Shares, representing 11.01 per cent. of the Company's Existing Ordinary Shares. In addition, Prelude Trust plc, Alan Goodman, ATM Investments Limited and The Chancellor, Masters and Scholars of the University of Oxford have undertaken to vote in favour of the Resolutions in respect of their own aggregate beneficial holdings of 33,381,667 Ordinary Shares, representing 19.37 per cent. of the Existing Ordinary Shares. Timetable Record date for the Open Offer Friday, 2 March 2001 Latest time and date for splitting 3.00 p.m., Thursday, 5 Application Forms April 2001 (to satisfy bona fide market claims) Latest time and date for receipt of 3.00 p.m., Monday, 9 completed Application Forms and April 2001 payment in full under the Open Offer Latest time and date for receipt of 4.00 p.m., Tuesday, 10 forms of proxy April 2001 Time and date of Extraordinary General 4.00 p.m., Thursday, 12 Meeting April 2001 Admission and commencement of dealings Tuesday, 17 April 2001 in the Existing Ordinary Shares and New Ordinary Shares CREST accounts credited Thursday, 19 April 2001 Despatch of share certificates Thursday, 26 April 2001 For further information: Oxford BioMedica plc +44 (0)1865 783000 Alan Kingsman, Chief Executive N M Rothschild & Sons Limited +44 (0)20 7280 5000 Tony Stuart Beeson Gregory Limited +44 (0)20 7488 4040 Nick Rodgers Merlin Financial +44 (0)20 7606 1244 David Simonson Melanie Toyne Sewell HCC De Facto Group +44 (0)20 7496 3300 Chris Gardner Rothschild, which is regulated by The Securities and Futures Authority Limited, is acting as financial adviser and sponsor to Oxford BioMedica plc in connection with the Admission, the Placing and the Open Offer and no one else and will not be responsible to any person other than Oxford BioMedica plc, for providing the protections afforded to its customers or for providing advice in relation to the Admission, the Placing and the Open Offer. Beeson Gregory, which is regulated by the Securities and Futures Authority Limited, is acting as broker to Oxford BioMedica plc in connection with the Admission, the Placing and the Open Offer and no one else and will not be responsible to any person other than Oxford BioMedica plc, as broker, for providing the protections afforded to its customers or for providing advice in relation to the Admission, the Placing and the Open Offer. The Open Offer is not being made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telex or telephone) of interstate or foreign commerce, or any facilities of a national securities exchange of the United States or Canada and cannot be accepted by any such use, means, instrumentality or facility in or from within the United States or Canada and is not being made directly or indirectly in or into the Republic of Ireland, Australia or Japan. This document is not an offer of securities for sale in the United States and the New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended), nor under the laws of any state of the United States, and the relevant clearances have not and will not be obtained from the relevant authorities in Canada, the Republic of Ireland, Australia or Japan. Accordingly, New Ordinary Shares may not be offered, sold or delivered directly, or indirectly in or into such jurisdictions. This document contains a summary of information extracted from the Prospectus dated 12 March 2001, copies of which are available for inspection at the Document Viewing Facility of the Financial Services Authority, 25 The North Colonnade, London E14 5HS during normal business hours on any weekday (excluding Saturday, Sunday and public holidays) from the date of this announcement up to and including Monday, 9 April 2001. APPENDIX 1 Definitions The following definitions apply throughout this document unless the context otherwise requires: 'Admission' admission to (i) the Official List becoming effective and (ii) trading by the London Stock Exchange of the Existing Ordinary Shares, the Placing Shares and such of the Offer Shares as are issued on completion of the Placing and the Open Offer 'AIM' Alternative Investment Market 'Application Form' the application form accompanying the Prospectus and being sent to Qualifying Shareholders in connection with the Open Offer 'Aventis' Aventis Pharmaceuticals Inc. 'Beeson Gregory' Beeson Gregory Limited 'CREST' the computerised settlement system to facilitate the transfer of title to shares in uncertificated form, operated by CRESTCo Limited 'Directors' or the directors of the Company from time to 'Board' time 'Existing Ordinary the 172,347,312 Ordinary Shares of the Shares' Company in issue as at Friday, 9 March 2001 (being the latest practicable date prior to the posting of the Prospectus) 'Extraordinary the extraordinary general meeting of General Meeting' Oxford BioMedica proposed to be held on or 'EGM' Thursday, 12 April 2001, at which, amongst other things, the resolutions necessary to enable the Placing and the Open Offer to proceed will be proposed, as set out in the notice at the end of the Prospectus, and any adjustment thereof 'IDM' IDM S.A. 'London Stock London Stock Exchange plc Exchange' 'New Ordinary the Placing Shares and the Offer Shares Shares' 'Nycomed Amersham' Nycomed Amersham plc 'Offer Shares' up to 19,149,701 new Ordinary Shares to be issued for cash at the Placing Price pursuant to the Open Offer 'Official List' Official List of the UK Listing Authority 'Open Offer' the invitation by Rothschild on behalf of the Company to Qualifying Shareholders to apply to subscribe for Offer Shares on the terms and subject to the conditions set out in the Prospectus and in the Application Form 'Ordinary Shares' ordinary shares of 1p each in the share capital of the Company 'Oxford BioMedica Oxford BioMedica and its subsidiaries Group' or 'Group' 'Oxford BioMedica' Oxford BioMedica plc or 'the Company' 'Placees' certain institutional and other investors who have agreed to subscribe for new Ordinary Shares pursuant to the Placing 'Placing' the conditional placing of the Placing Shares by Beeson Gregory as agent for the Company at the Placing Price pursuant to the Placing Agreement 'Placing Price' 55p per new Ordinary Share 'Placing Shares' the 54,550,000 New Ordinary Shares to be issued for cash at the Placing Price to the Placees 'PolyMASC' PolyMASC Limited, a subsidiary of Valentis, Inc. 'Qualifying Shareholders on the register of Oxford Shareholders' BioMedica at the Record Date who are entitled to take part in the Open Offer excluding certain overseas shareholders as set out in the Prospectus 'Record Date' the record date for the Open Offer, being the close of business on Friday 2 March 2001 'Resolutions' the resolutions to be proposed at the Extraordinary General Meeting 'Rothschild' N M Rothschild & Sons Limited 'Shareholders' holders of Existing Ordinary Shares 'US', 'USA' or the United States of America, its 'United States of territories and possessions, any state of America' the United States of America and the District of Columbia 'Virbac' Virbac S.A. 'Wyeth' Wyeth-Ayerst Laboratories Division, a division of American Home Products, Inc.
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