Result of GM and Director Dealings
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION OF THE CIRCULAR TO SHAREHOLDERS OF THE COMPANY DATED 15 JANUARY 2025.
Oxford BioDynamics PLC
("OBD" or the "Company" and, together with its subsidiaries, the "Group")
Result of General Meeting
Director/PDMR Dealings
Confirmation of Appointment
31 January 2025 - Oxford BioDynamics PLC (AIM: OBD), a biotechnology company developing precision medicine tests based on the EpiSwitch® 3D genomics platform announces that the resolutions proposed at the General Meeting of the Company, held earlier today, were duly passed.
Further to the announcement on 16 December 2024, the Company is pleased to confirm that following the successful completion of the Fundraising, Iain Ross will join the Board as Executive Chairman with immediate effect. Further information in accordance Rule 17 and paragraph (g) of Schedule Two of the AIM Rules for Companies relating to Iain Ross is set out at the end of this announcement.
Further to the passing of the resolutions at the General Meeting, application has been made for 311,600,000 new Ordinary Shares (comprising the VCT/EIS Placing Shares and VCT/EIS Subscription Shares to be issued pursuant to the Fundraising) to be admitted to trading on AIM ("VCT/EIS Admission"). Application has also been made for 1,326,658,415 new Ordinary Shares (comprising the General Placing Shares, the Subscription Shares, the WRAP Offer Shares, the Fee Shares and the Vulpes Arrangement Fee Shares to be issued pursuant to the Fundraising) to be admitted to trading on AIM ("General Admission").
It is expected that VCT/EIS Admission will take place, and trading in the VCT/EIS Placing Shares and VCT/EIS Subscription Shares will commence, at 8.00 a.m. on 3 February 2025 and that General Admission will take place, and trading in the General Placing Shares, the Subscription Shares, the WRAP Offer Shares, the Fee Shares and the Vulpes Arrangement Fee Shares will commence at 8.00 a.m. on 4 February 2025.
Following VCT/EIS Admission, the Company's issued ordinary share capital and total voting rights will consist of 630,919,226 Ordinary Shares. Following General Admission, the Company's issued ordinary share capital and total voting rights will consist of 1,957,577,641 Ordinary Shares. These figures should be used by shareholders as the denominator for the calculation by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The total New Ordinary Shares subscribed for pursuant to the Fundraising by the Directors and PDMRs who are participating in the Fundraising, are set out below:
|
Director/PDMR |
Existing beneficial shareholding |
Fundraising Shares |
Beneficial shareholding following the Fundraising |
Shareholding as a percentage of the Enlarged Share Capital |
|
Iain Ross |
Nil |
10,000,000 |
10,000,000 |
0.51% |
|
Stephan Diggle1 |
29,653,978 |
222,222,200 |
251,876,178 |
12.87% |
|
David Holbrook |
159,964 |
3,000,000 |
3,159,964 |
0.16% |
|
Paul Stockdale |
1,077,919 |
2,000,000 |
3,077,919 |
0.16% |
|
Matthew Wakefield2 |
1,616,614 |
7,509,1403 |
9,125,754 |
0.47% |
1 Stephen Diggle's beneficial shareholding is held through the Vulpes Life Sciences Fund and Vulpes Testudo Fund, which are controlled by him.
2 Matthew Wakefield's beneficial shareholding includes shares owned by his wife, Mrs Carla Wakefield
3 2,509,140 ordinary shares received as part of the Baden Hill Fee.
Following on from the Company's announcement on 14 January 2025, Baden Hill, a related party of the Company, will receive 12,580,000 Ordinary Shares as commission in relation to the Baden Hill Fee received for its role in the Fundraising.
For more information:
|
Oxford BioDynamics PLC |
+44 (0)1865 518910 |
|
Oak Securities - Sole Broker to the Fundraising Jerry Keen / Henry Clarke / Damion Carruel |
+44 (0)20 3973 3678 |
|
Shore Capital - Nominated Adviser |
+44 (0)20 7408 4090 |
|
WG Partners - Financial Adviser to OBD David Wilson / Claes Spång / Satheesh Nadarajah / Erland Sternby |
+44 (0)20 3705 9330 |
|
Vigo Consulting - Media / Analyst enquiries for OBD |
+44 (0)20 7390 0230 obd@vigoconsulting.com |
Regulatory Disclosures (in accordance with Rule 17 and Schedule Two paragraph (g) of the AIM Rules for Companies)
Save for the information set out in the Company's announcement dated 16 December 2024 and below, there are no further disclosures to be made in accordance with Rule 17 and Schedule Two paragraph (g) of the AIM Rules for Companies in respect of the appointment of Mr Iain Gladstone Ross, aged 71. Iain's beneficial interest in the Company consists of 10,000,000 Ordinary Shares.
Current Directorships
Adalta Limited (Australia)
Biomer Technology Ltd
Detsamma Investments Pty Ltd (Australia)
Gladstone Consultancy Partnership
Gladstone Partners Limited (dormant)
ReNeuron (UK) Limited
ReNeuron Group plc1
ReNeuron Holdings Limited1
ReNeuron Limited1
Silence Therapeutics plc
Tern plc
Past Directorships
Bivictrix Therapeutics Limited
e-Therapeutics plc
Innopeg Limited
Kazia Therapeutics Limited (Australia)
Palla Pharma Limited (Australia)2
Redx Anti-Infectives Ltd
Redx Immunology Limited
Redx MRSA Limited
Redx Oncology Ltd3
Redx Pharma Limited3
Rosscard Leisure Limited
Silence Therapeutics (London) Limited
1Iain Ross is Chairman of ReNeuron Group plc and director of its three subsidiaries, ReNeuron (UK) Limited, ReNeuron Holdings Limited, ReNeuron Limited, all of which entered into administration on 20 March 2024. This process is currently ongoing and Iain Ross remains the Chairman of ReNeuron Group plc and a director of the three above subsidiaries.
2Iain Ross was a director of Palla Pharma Limited, a company registered in Tasmania Australia, when it entered into administration on 17 December 2021. Subsequently in March 2022, a liquidator was appointed for a creditors' voluntary liquidation process. Iain Ross resigned from the board of Palla Pharma Limited on 20 April 2022.
3Iain Ross joined the board of Redx Pharma plc on 1 May 2017. On 24 May 2017, Redx Pharma plc and Redx Oncology Ltd were put into administration by Liverpool City Council, whilst Iain Ross was a director of both companies, as a result of non-payment of an outstanding loan of £2m. On 3 November 2017 Redx Pharma plc and Redx Oncology Ltd exited administration with all creditors paid, under the Chairmanship of Iain Ross.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
Director/PDMR Dealings
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Matthew Wakefield |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Non - Executive Director |
||||
|
b) |
Initial notification /Amendment |
Initial |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Oxford BioDynamics Plc |
||||
|
b) |
LEI |
2138005Y1TK258O5U928 |
||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code
|
Ordinary Shares of 0.1p par value each
ISIN: GB00BD5H8572 |
||||
|
b) |
Nature of the transaction |
Purchase |
||||
|
c)
|
Price(s) and volume(s) |
|
||||
|
d)
|
Aggregated information - Aggregated volume - Price |
N/A |
||||
|
e) |
Date of the transaction |
31 January 2025 |
||||
|
f) |
Place of the transaction |
Off market |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Iain Ross |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Executive Chairman |
||||
|
b) |
Initial notification /Amendment |
Initial |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Oxford BioDynamics Plc |
||||
|
b) |
LEI |
2138005Y1TK258O5U928 |
||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code
|
Ordinary Shares of 0.1p par value each
ISIN: GB00BD5H8572 |
||||
|
b) |
Nature of the transaction |
Purchase |
||||
|
c)
|
Price(s) and volume(s) |
|
||||
|
d)
|
Aggregated information - Aggregated volume - Price |
N/A |
||||
|
e) |
Date of the transaction |
31 January 2025 |
||||
|
f) |
Place of the transaction |
Off market |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Paul Stockdale |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Chief Financial Officer |
||||
|
b) |
Initial notification /Amendment |
Initial |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Oxford BioDynamics Plc |
||||
|
b) |
LEI |
2138005Y1TK258O5U928 |
||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code
|
Ordinary Shares of 0.1p par value each
ISIN: GB00BD5H8572 |
||||
|
b) |
Nature of the transaction |
Purchase |
||||
|
c)
|
Price(s) and volume(s) |
|
||||
|
d)
|
Aggregated information - Aggregated volume - Price |
N/A |
||||
|
e) |
Date of the transaction |
31 January 2025 |
||||
|
f) |
Place of the transaction |
Off market |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Vulpes Investment Management (a PCA of Stephen Diggle) through Vulpes Testudo Fund |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Person closely associated with Non-Executive Director |
||||
|
b) |
Initial notification /Amendment |
Initial |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Oxford BioDynamics Plc |
||||
|
b) |
LEI |
2138005Y1TK258O5U928 |
||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code
|
Ordinary Shares of 0.1p par value each
ISIN: GB00BD5H8572 |
||||
|
b) |
Nature of the transaction |
Purchase |
||||
|
c)
|
Price(s) and volume(s) |
|
||||
|
d)
|
Aggregated information - Aggregated volume - Price |
N/A |
||||
|
e) |
Date of the transaction |
31 January 2025 |
||||
|
f) |
Place of the transaction |
Off market |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
David Holbrook |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Non-Executive Director |
||||
|
b) |
Initial notification /Amendment |
Initial |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Oxford BioDynamics Plc |
||||
|
b) |
LEI |
2138005Y1TK258O5U928 |
||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code
|
Ordinary Shares of 0.1p par value each
ISIN: GB00BD5H8572 |
||||
|
b) |
Nature of the transaction |
Purchase |
||||
|
c)
|
Price(s) and volume(s) |
|
||||
|
d)
|
Aggregated information - Aggregated volume - Price |
N/A |
||||
|
e) |
Date of the transaction |
31 January 2025 |
||||
|
f) |
Place of the transaction |
Off market |
||||
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