Proposed Share Capital Consolidation
Oxford BioMedica plc ("Oxford BioMedica" or the "Company")
Proposed Share Capital Consolidation and Notice of General Meeting
London, UK - 4 May 2018: Oxford BioMedica plc ("Oxford BioMedica", "the Company" or "the Group") (LSE:OXB), a leading gene and cell therapy group, today announces a proposed share capital Consolidation of the existing ordinary share capital of the Company.
The effect of the proposed Consolidation will be to reduce the number of issued ordinary shares in the Company by a factor of 50 whilst increasing the trading price of each Existing Ordinary Share.
The Board considers the Consolidation to be in the best interests of the Company and its Shareholders. It believes that the effect of the Consolidation will be to improve market liquidity by reducing the volatility and spread of trading activity in the Company's New Consolidated Ordinary Shares and make trading in the Company's shares more attractive to a broader range of institutional investors and other members of the investing public, both overseas and in the UK.
As it is proposed that all existing ordinary shareholdings in the Company be consolidated, the proportion of the issued ordinary share capital of the Company held by each Shareholder immediately before and after the Consolidation will remain relatively unchanged, other than for small changes that may arise from the rounding for fractional entitlements.
Implementation of the Consolidation requires the approval of Shareholders. A General Meeting will be held at 11.30 a.m. (or, if later, immediately following the conclusion of the Company's Annual General Meeting) on 29 May 2018 at the offices of Covington & Burling LLP, 265 Strand, London WC2R 1BH at which the Resolution necessary to give effect to the Consolidation will be put to Shareholders.
A Circular, which provides details of the Consolidation and includes a Notice of General Meeting and Form of Proxy, is today being sent to Shareholders and has been submitted to the UK Listing Authority for publication through the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM. The Circular is also being made available at the Company's website, www.oxfordbiomedica.com. Capitalised terms not otherwise defined herein shall have the same meaning given to such terms in the Circular.
The Consolidation and Sale of Fractional Entitlements
As at 1 May 2018, the Company had 3,284,306,843 Existing Ordinary Shares in issue, having a mid-market price per Existing Ordinary Share at the close of business on such date of 12.04 pence. This is a significant number of shares for a Company with a market capitalisation of approximately £395 million (as at 1 May 2018) and the Board considers the Consolidation to be in the best interests of the Company and its Shareholders, as it believes that the effect of the Consolidation will be to improve market liquidity by reducing the volatility and spread of the Company's New Consolidated Ordinary Shares and make trading in the Company's shares more attractive to a broader range of institutional investors and other members of the investing public, both overseas and in the UK.
The Consolidation will consist of the following steps:
1. a subscription for 7 new Ordinary Shares by the Company Secretary, such shares to be issued to ensure the Company's issued share capital is exactly divisible by 50;
2. a consolidation of every 50 Existing Ordinary Shares of 1 pence each into one New Consolidated Ordinary Share of 50 pence each; and
3. the sale of all fractional entitlements arising on the Consolidation.
The Company intends to issue a further number of new Ordinary Shares (anticipated to be 7 additional Ordinary Shares in aggregate) prior to the Record Date, so as to ensure that the total number of Ordinary Shares in issue immediately prior to the completion of the consolidation is exactly divisible by 50.
Following the Consolidation it is expected that the Company's issued share capital will consist of 65,686,137 New Consolidated Ordinary Shares of 50 pence each in nominal value. Further details are included in the Circular which will be published later today.
No Shareholder will be entitled to a fraction of a New Consolidated Ordinary Share. Instead, their entitlement will be rounded down to the nearest whole number of New Consolidated Ordinary Shares. Fractional Entitlements to a New Consolidated Ordinary Share will be aggregated and the whole number of shares will be sold on behalf of the Company for the best price reasonably obtainable. Shareholders holding Fractional Entitlements will receive the net proceeds, after deduction of costs, of their individual fractional entitlements via Link Asset Services (the Company's registrar) subject to retention by the Company of amounts not exceeding £5.00 for each Shareholder.
If a Shareholder holds fewer than 50 Ordinary Shares as at the Record Date, such that the rounding down process results in a Shareholder being entitled to zero New Consolidated Ordinary Shares, then they will cease to hold any Ordinary Shares (of any description) in the Company. Accordingly, Shareholders currently holding less than 50 Ordinary Shares who wish to remain a Shareholder of the Company following the Consolidation would need to increase their shareholding to at least 50 Ordinary Shares prior to the Record Date. Shareholders in this position are encouraged to obtain independent financial advice before taking any action.
Application will be made to the UK Listing Authority for the New Consolidated Ordinary Shares and the further new Ordinary Shares to be issued on 24 May 2018 to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Consolidated Ordinary Shares to be admitted to trading on the Main Market of the London Stock Exchange.
Indicative Timetable
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Posting of the Circular and Form of Proxy |
4 May 2018 |
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Additional Ordinary Shares issued to Company Secretary |
24 May 2018 |
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Latest time and date for receipt of Forms of Proxy |
11:30 a.m. on 24 May 2018 |
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Additional Ordinary Shares admitted to trading on the London Stock Exchange |
29 May 2018 |
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Last day of dealings in Existing Ordinary Shares |
29 May 2018 |
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General Meeting |
11:30 a.m. on 29 May 20181 |
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Record Date |
6.00 p.m. on 29 May 2018 |
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Results of General Meeting announced through RNS |
29 May 2018 |
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Admission and dealings in New Consolidated Ordinary Shares expected to commence on the London Stock Exchange |
8.00 a.m. on 30 May 2018 |
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CREST accounts credited with New Consolidated Ordinary Shares |
30 May 2018 |
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Anticipated date of dispatch of definitive share certificates in respect of New Consolidated Ordinary Shares |
Within 10 Business Days of Admission |
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Anticipated date of dispatch of cheques following sale and purchase of Fractional Entitlements |
Within 10 Business Days of Admission |
Transaction Statistics
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Conversion ratio of Existing Ordinary Shares to New Consolidated Ordinary Shares |
50 Existing Ordinary Shares to one New Consolidated Ordinary Share |
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Number of Existing Ordinary Shares in issue at the date of this announcement |
3,284,306,843 |
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Number of Existing Ordinary Shares expected to be in issue immediately prior to the General Meeting2 |
3,284,306,850 |
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Expected number of New Consolidated Ordinary Shares in issue immediately following the Consolidation |
65,686,137 |
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Nominal share value following the Consolidation |
50 pence |
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Proposed new ISIN |
GB00BDFBVT43 |
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Proposed new SEDOL |
BDFBVT4 |
1 Or, if later, immediately following the conclusion of the Company's Annual General Meeting.
2 This assumes no Ordinary Shares are issued between the date of this announcement and the Record Date, other than the additional 7 Ordinary Shares to be issued for the purpose of facilitating the Consolidation as described in this announcement.
Definitions
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"Admission" |
the admission of the New Consolidated Ordinary Shares to listing on the premium listing segment of the Official List and trading on the London Stock Exchange's Main Market for listed securities and such admission becoming effective in accordance with the Listing Rules; |
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"Annual General Meeting" |
50 Existing Ordinary Shares to one New Consolidated Ordinary Share; |
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"Board" or "Directors" |
the directors of Oxford BioMedica; |
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"Business Day" |
a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England; |
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"Company" or "Oxford BioMedica" |
Oxford BioMedica plc; |
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"Consolidation" |
the proposed consolidation of the Company's ordinary share capital pursuant to which every 50 Ordinary Shares will be consolidated into 1 New Consolidated Ordinary Share pursuant to the Resolution as set out in the Notice of General Meeting; |
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"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations); |
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3775) as amended and any applicable rules made thereunder; |
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"Euroclear" |
Euroclear UK & Ireland Limited, the operator of CREST; |
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"Existing Ordinary Shares" |
the 3,284,306,843 existing Ordinary Shares in issue as at the close of business on 1 May 2018; |
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"FCA" |
the UK Financial Conduct Authority; |
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"Form of Proxy" |
the form of proxy enclosed with the Circular for use by Shareholders in connection with the General Meeting; |
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"Fractional Entitlement" |
a fractional entitlement to a New Consolidated Ordinary Share arising on the Consolidation; |
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"FSMA" |
the Financial Services and Markets Act 2000 (as amended); |
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"General Meeting" |
the general meeting of Oxford BioMedica convened by the notice set out in the Circular to be held at 11.30 a.m. (or, if later, immediately following the conclusion of the Company's Annual General Meeting) on 29 May 2018 at the offices of Covington & Burling LLP, 265 Strand, London, WC2R 1BH; |
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"Group" |
the Company and its subsidiaries; |
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"ISIN" |
International Security Identification Number; |
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"Listing Rules" |
the listing rules made by the FCA under Part VI of FSMA, as amended; |
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"London Stock Exchange" |
London Stock Exchange plc; |
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"New Consolidated Ordinary Shares" |
the 65,686,137 new consolidated ordinary shares of 50 pence each in nominal value arising on completion of the Consolidation; |
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"Notice of General Meeting" |
the notice of the General Meeting, which is set out at the end of the Circular; |
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"Official List" |
the Official List of the FCA; |
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"Ordinary Shares" |
ordinary shares of 1 pence each in nominal value in the capital of the Company prior to completion of the Consolidation; |
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"Record Date" |
6.00 p.m. on 29 May 2018 (or such other time and date as the Directors may determine); |
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"Resolution" |
the resolution to be proposed at the General Meeting, as set out in the Notice of General Meeting included in the Circular; |
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"Shareholders" |
holders of Ordinary Shares whose names appear on the register of members of the Company; and |
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"UK Listing Authority" |
the UK Listing Authority, being the FCA acting as competent authority for the purposes of Part V of FSMA; |
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For further information, please contact: |
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Oxford BioMedica plc: John Dawson, Chief Executive Officer Stuart Paynter, Chief Financial Officer |
Tel: +44 (0)1865 783 000 |
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Financial and corporate communications enquiries: Consilium Strategic Communications Mary-Jane Elliott/Matthew Neal/Philippa Gardner/Laura Thornton
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Tel: +44 (0)20 3709 5700 |
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Notes for editors
About Oxford BioMedica
Oxford BioMedica (LSE:OXB) is a leading gene and cell therapy group focused on developing life changing treatments for serious diseases. 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, ophthalmology and CNS disorders. The Group has also entered into a number of partnerships, including with Novartis, Bioverativ, Sanofi, GSK, Orchard Therapeutics, GC LabCell and Immune Design, through which it has long-term economic interests in other potential gene and cell therapy products. Oxford BioMedica is based across several locations in Oxfordshire, UK and employs more than 320 people. Further information is available at www.oxfordbiomedica.co.uk.
This information is provided by RNS
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