Admission of Firm Placing Shares
4 February 2022
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN OXFORD BIOMEDICA PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OXFORD BIOMEDICA PLC.
LEI: 213800S1GVQNXQ15K851
OXFORD BIOMEDICA PLC
("Oxford Biomedica" or the "Company")
Admission of Firm Placing Shares
Oxford, UK - 4 February 2022: Oxford Biomedica plc (LSE:OXB), a leading gene and cell therapy group, confirms that 4,858,410 new ordinary shares (the "Firm Placing Shares") have this morning been admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange").
The Firm Placing Shares were subscribed for at an issue price of 810 pence per share and have raised gross proceeds of circa £39.4 million for the Company and represent 5.6% of the Company's issued share capital as at the last practicable date prior to announcement of the Placing and the Transaction on 28 January 2022.
The conditional allocation of 5,018,134 new ordinary shares in the Company (the "Conditional Placing Shares") remains conditional upon, inter alia, (i) shareholder approval at a general meeting of the Company of the issue of the Conditional Placing Shares on a non-pre-emptive basis, (ii) completion of the Transaction and (iii) admission to the premium listing segment of the Official List of the FCA and admission to trading on the main market for listed securities of the London Stock Exchange.
Settlement for the Conditional Placing Shares and Admission of the Conditional Placing Shares is expected to take place on or around 8.00 a.m. (London time) on or around 11 March 2022 (or such later time and/or date as the Joint Bookrunners may agree with the Company), and dealings in the Conditional Placing Shares will commence at that time. The date for Admission of the Conditional Placing Shares is subject to the time it takes to complete the Transaction and the date that the Company posts a circular to its shareholders to convene the general meeting to approve the issue of the Conditional Placing Shares. When the Company posts the circular to shareholders it will confirm any changes to the timetable for Admission of the Conditional Placing Shares.
Total Voting Rights
Following Admission of the Firm Placing Shares in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, the Company's issued share capital as at 8:00 am on 4 February 2022 consisted of 91,038,109 ordinary shares of 50 pence each ("Ordinary Shares"). There are no Ordinary Shares held in treasury.
Accordingly, the total number of voting rights in Oxford Biomedica plc at the date of this notice is 91,038,109.
The above figure 91,038,109 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Oxford Biomedica plc under the FCA's Disclosure Guidance and Transparency Rules.
Defined terms have the same meaning as set out in the announcement of the Placing published on 28 January 2022.
Enquiries:
Oxford Biomedica plc: T: +44 (0)1865 783 000 / E: ir@oxb.com
Stuart Paynter, Chief Financial Officer
Sophia Bolhassan, Head of Investor Relations
Evercore (Financial Adviser): T: +44 (0)20 7653 6000
Simon Elliott
Julian Oakley
Peel Hunt (Sponsor and Joint Bookrunner): T: +44 (0)20 7418 8900
James Steel
Jock Maxwell Macdonald
Sohail Akbar
WG Partners (Joint Bookrunner): T: +44 (0)20 3705 9330
David Wilson
Claes Spång
Satheesh Nadarajah
Consilium Strategic Communications:
Mary-Jane Elliott T: +44 (0) 7739 788 014
Matthew Neal T: +44 (0)7720 088 468
About Oxford Biomedica
Oxford Biomedica (LSE:OXB) is a leading, fully integrated, gene and cell therapy group. In January 2022, Oxford Biomedica announced that it was broadening its leading viral vector offerings by incorporating Homology Medicines' established AAV capabilities into a newly formed AAV Manufacturing and Innovation Business in the US with Homology Medicines as a 20% owner. To date, Oxford Biomedica and its subsidiaries (the "Group") have built a sector leading lentiviral vector delivery platform (LentiVector®), which the Group leverages to develop in vivo and ex vivo products both in-house and with partners. The Group has created a valuable proprietary portfolio of gene and cell therapy product candidates in the areas of oncology, CNS disorders and liver diseases. The Group has also entered into a number of partnerships, including with Novartis, Bristol Myers Squibb, Boehringer Ingelheim, Beam Therapeutics, Arcellx, Cabaletta, Orchard Therapeutics and Santen, through which it has long-term economic interests in other potential gene and cell therapy products. Additionally, the Group has signed a 3-year master supply and development agreement with AstraZeneca for large-scale manufacturing of the adenoviral based COVID-19 vaccine, AZD1222. Oxford Biomedica is based across several locations in Oxfordshire, UK and employs more than 740 people. Further information is available at www.oxb.com.
Important Notice
This announcement has been issued by, and is the sole responsibility of, the Company.
This announcement is restricted, and is not for publication, release or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which such publication or distribution would be unlawful.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or of any other jurisdiction. The Placing Shares may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.
In the United Kingdom, this announcement is only directed at persons who are "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation, as amended from time to time (the "UK Prospectus Regulation") and (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or(ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.); or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area (EEA) (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of article 2(e) of Regulation (EU) 2017/1129 as amended from time to time (the "EU Prospectus Regulation").
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Peel Hunt or WG Partners or any of their respective affiliates.
Peel Hunt and WG Partners, which are authorised and regulated in the United Kingdom by the FCA are acting for the Company and no one else in relation to the Placing and Admission and they will not be responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt and WG Partners or for providing advice in relation to any matter contained in this document or any matter or arrangement referred to in it. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt or WG Partners or any directors of the Company, or by any of their affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
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