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
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