Result of EGM

Oxford Biomedica PLC 12 December 2005 IMMEDIATE RELEASE 12 DECEMBER 2005 OXFORD BIOMEDICA ANNOUNCES RESULT OF EXTRAORDINARY GENERAL MEETING Oxford, UK: 12 December 2005 - Oxford BioMedica (LSE: OXB) announced today that at its Extraordinary General Meeting ('EGM'), held today in London, all resolutions were duly passed. The resolutions put to shareholders approve the fully underwritten Placing and Open Offer (the 'Issue') and an investment by Sigma-Aldrich (the 'Subscription'), announced on 16 November 2005, to raise £30.1 million (approximately £28.0 million net of expenses). Pursuant to the Issue and the Subscription, an aggregate of 120,328,041 new Ordinary Shares will be issued at 25 pence per share. The Placing and Open Offer comprised 108,800,000 new Ordinary Shares. Qualifying Shareholders were invited to participate in the Issue by way of the Open Offer of up to 27,007,869 of these new Ordinary Shares on the basis of 1 Open Offer Share for every 14 Existing Ordinary Shares held on the Record Date and so in proportion to any number of Existing Ordinary Shares then held and such further numbers in excess of their Basic Entitlement as could be satisfied, to the extent that other Qualifying Shareholders did not take up their Basic Entitlement. The Open Offer closed at 3.00 p.m. on 9 December 2005, by which time valid applications had been received in respect of 21,752,507 Open Offer Shares, representing approximately 80.54 per cent. of the Open Offer Shares available under the Open Offer. The remaining 5,255,362 Open Offer Shares and the 81,792,131 Placing Shares will now be subscribed for by institutional and other investors with whom they were placed in terms of the Placing Agreement. Sigma-Aldrich (NASDAQ: SIAL), a life sciences company, has invested £2.9 million at the Issue Price, by subscribing for 11,528,041 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. The Placing and Open Offer and the Subscription remain conditional upon admission of the New Ordinary Shares and the Subscription Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities ('Admission'). It is expected that Admission and dealings in the New Ordinary Shares and the Subscription Shares will commence on 8.00 a.m. on 15 December 2005. CREST stock accounts are expected to be credited on 15 December 2005 in respect of New Ordinary Shares to be held in uncertificated form and definitive share certificates in respect of New Ordinary Shares to be held in certificated form are expected to be posted, where applicable, by 22 December 2005. Including the net proceeds from the Placing and Open Offer and the Subscription, the Company's pro-forma net cash balance at 30 June 2005 was approximately £47 million. Unless the context provides otherwise, words and expressions defined in the prospectus sent to Shareholders dated 16 November 2005 shall have the same meanings in this announcement. Commenting on the results of the EGM, 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 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, our lead cancer immunotherapy, and negotiate with commercial partners from a position of strength.' Professor Kingsman continued: 'Discussions with the FDA regarding our plans for TroVax development have been helpful and encouraging. On advice from the FDA, the Company plans to submit an application for a Special Protocol Assessment in early 2006. This will be a Phase III randomised survival study comparing TroVax to placebo in approximately 700 patients with metastatic renal cancer. Recruitment is scheduled to begin in August 2006 and the data are expected to support registration for this first indication in 2009. We look forward to working with the FDA on the Special Protocol Assessment. This process and the start of the Phase III trial represent significant milestones for Oxford BioMedica.' 'TroVax is now a Phase III product, MetXia is in Phase II development for pancreatic cancer and a further three products are expected to enter clinical development in 2006. With the 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.' -Ends- For further information, please contact: Oxford BioMedica plc: Tel: +44 (0)1865 783 000 Professor Alan Kingsman, Chief Executive Evolution Securities: Tel: +44 (0) 20 7071 4300 Tim Worlledge, Matthew Wood NM Rothschild & Sons: Tel: +44 (0) 20 7280 5000 Lynn Drummond, Christopher Bath City/Financial Enquiries: Tel: +44 (0)20 7466 5000 Lisa Baderoon/ Mark Court/ Mary-Jane Johnson Buchanan Communications Scientific/Trade Press Enquiries: Tel: +44 (0)20 7886 8150 Katja Stout/ Hannah Carter Northbank Communications 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. Notes to editors 1. Oxford BioMedica Oxford BioMedica (LSE: OXB) is a biopharmaceutical company specialising in the development of novel gene-based therapeutics with a focus on the areas of oncology and neurotherapy. The Company was established in 1995 as a spin out from Oxford University, and is listed on the London Stock Exchange. Oxford BioMedica has core expertise in gene delivery, as well as in-house clinical, regulatory and manufacturing know-how. In oncology, the pipeline includes an immunotherapy and a gene therapy in multiple Phase II trials, and a preclinical targeted antibody therapy in collaboration with Wyeth. In neurotherapy, the Company's lead product is a gene therapy for Parkinson's disease, which is expected to enter clinical trials in 2006, and four further preclinical candidates. The Company is underpinned by over 80 patent families, which represent one of the broadest patent estates in the field. The Company has a staff of approximately 70 split between its main facilities in Oxford and its wholly owned subsidiary, BioMedica Inc, in San Diego, California. Oxford BioMedica has corporate collaborations with Wyeth, Intervet, Sigma-Aldrich, Viragen, MolMed and Kiadis; and has licensed technology to a number of companies including Merck & Co, Biogen Idec and Pfizer. Further information is available at www.oxfordbiomedica.co.uk This information is provided by RNS The company news service from the London Stock Exchange
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