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Oxford Biomedica PLC (OXB)

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Friday 28 January, 2022

Oxford Biomedica PLC

US Agreement and Proposed Placing of Shares

RNS Number : 9648Z
Oxford Biomedica PLC
28 January 2022
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, 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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

LEI: 213800S1GVQNXQ15K851 

For immediate release

OXFORD BIOMEDICA PLC

 

Oxford Biomedica broadens leading viral vector offerings by incorporating Homology's established AAV capabilities into a newly-formed AAV Manufacturing and Innovation Business in the US with Homology as 20% owner

Proposed Placing to raise total gross proceeds of approximately £80 million

Oxford, UK - 28 January 2022: Oxford Biomedica plc (LSE:OXB) ("Oxford Biomedica" or the "Company"), a leading cell and gene therapy group, is pleased to announce that it has entered into an agreement with Homology Medicines Inc. (Nasdaq:FIXX) ("Homology") pursuant to which Oxford Biomedica (US) Inc. ("Oxford Biomedica US") will acquire an 80 per cent. ownership interest in a newly formed AAV focused manufacturing and innovation business, Oxford Biomedica Solutions LLC ("Oxford Biomedica Solutions" or "Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business"), at an implied pre-money Enterprise Value of approximately US$175 million (£131 million) (the "Transaction").

In addition, Oxford Biomedica announces that it proposes to raise total gross proceeds of approximately £80 million (gross) pursuant to a non-pre-emptive placing of new Ordinary Shares (the "Placing Shares") with certain existing shareholders and other institutional investors, of which (i) up to 4,858,410 new Ordinary Shares (the "Firm Placing Shares") (equating to 5.6 per cent. of the Company's existing issued share capital as at the last practicable date prior to this Announcement), will be issued utilising the unused authorities granted at the 2021 AGM to issue Ordinary Shares for cash on a non-pre-emptive basis (the "Firm Placing") and (ii) a further number of new Ordinary Shares (the "Conditional Placing Shares") will, subject to shareholder approval, be issued under the new authorities to be sought at the General Meeting to issue Ordinary Shares for cash on a non-pre-emptive basis (the "Conditional Placing") such that the total gross proceeds from the Firm Placing and the Conditional Placing together reach an amount of approximately £80 million (the "Placing"). The joint bookrunners of the Placing reserve the right to issue additional Placing Shares.

In connection with the Transaction, Oxford Biomedica has also entered into a commitment letter for a secured short term loan facility of US$85 million (£64 million) which, if drawn down, is repayable in twelve months after completion of the Transaction.

Highlights

Creation of a Global Viral Vector Champion

· Oxford Biomedica and Homology to form a new US-based AAV manufacturing and innovation business, Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business 1

· The Board of Oxford Biomedica believes the Transaction presents a compelling opportunity to accelerate the Group's stated strategy of becoming a global fully integrated development and manufacturing platform across key viral vector types, with the following key benefits:

Broadens Oxford Biomedica's viral vector capabilities into the largest and fast growing AAV segment;

Expands Oxford Biomedica's geographic presence with the addition of technical operational expertise in the US biopharma market;

Enables Oxford Biomedica to leverage proprietary technologies and IP in AAV to further enhance Oxford Biomedica's platform; and

The Transaction is immediately accretive to revenue growth with contribution from Homology and potential new customers.

· Under the terms of the Transaction:

Homology will bring its established AAV process development and manufacturing platform, strong IP, experienced team and US-based GMP facility to Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business;

§ Experienced team and high-quality GMP vector production capabilities that has been in operating since 2019 without a single failed batch;

§ Over 40 analytical assays developed and an established breadth of vector characterisation that has met CMC requirements for three cleared Investigational New Drug applications ("INDs") from Homology's pipeline;

Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business will offer a scalable, high quality manufacturing platform to global customers, including Homology through a multi-year supply agreement as a preferred customer with minimum contracted revenue of approximately US$25 million (£19 million) from Homology for the first twelve months;

Oxford Biomedica US will acquire an 80 per cent. ownership interest in newly-formed Oxford Biomedica Solutions for a US$130 million (£97 million) cash consideration payable to Homology and a US$50 million (£37 million) capital injection into Oxford Biomedica Solutions to fund growth;

Homology will retain a 20 per cent. ownership interest upon closing of the Transaction;

Oxford Biomedica will have control of Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business through a majority board position, under the LLC Agreement to be entered into between Oxford Biomedica and Homology; and

At any time following the three-year anniversary of closing, Oxford Biomedica will have a call option to purchase, and Homology will have a put option to require Oxford Biomedica to purchase, Homology's ownership interest 2 .

· Tim Kelly, Chief Operating Officer of Homology, will join Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business as Chief Executive Officer and Chair of its Board of Directors and will also become a member of Oxford Biomedica's Senior Executive Team

· The Transaction constitutes a Class 2 transaction for the purposes of the Listing Rules and is expected to close in Q1 2022, subject to the satisfaction of requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR"). The Transaction is not conditional on the approval of the Company's shareholders or on financing

 

Placing and Short Term Loan Facility

 

· Firm Placing with certain existing shareholders and other institutional investors of up to 4,858,410 Firm Placing Shares (equating to 5.6 per cent. of the Company's existing issued share capital as at the last practicable date prior to this Announcement), utilising the unused authorities granted at the 2021 AGM to issue Ordinary Shares for cash on a non-pre-emptive basis

Firm Placing is not conditional on completion of the Transaction and does not require shareholder approval

Admission and settlement of the Firm Placing Shares is expected to take place at 8.00 a.m. on or around 4 February 2022

· Subject to shareholder approval, Conditional Placing with certain existing shareholders and other institutional investors of a further number of new Ordinary Shares to be issued, at the same issue price as the Firm Placing Shares, under the new authorities to be sought at the General Meeting to issue Ordinary Shares for cash on a non-pre-emptive basis   such that the total gross proceeds from the Firm Placing and the Conditional Placing together reach an amount of approximately £80 million

Conditional Placing is conditional on (i) completion of the Transaction, such that if the Transaction does not complete, the Conditional Placing will not complete and (ii) shareholder approval of the issue of the Conditional Placing Shares at the General Meeting, such that if shareholder approval is not obtained, the Conditional Placing will not complete

Admission and settlement of the Conditional Placing Shares is expected to take place at 8.00 a.m. on or around 11 March 2022 subject to the time it takes for the HSR requirements to be satisfied and the date that the Company posts a circular to its shareholders to convene the General Meeting

The number of Conditional Placing Shares will be such that no publication of a prospectus by Oxford Biomedica under the UK Prospectus Regulation or the EU Prospectus Regulation is required

· Details of the price at which the Placing Shares are to be placed and the number of Placing Shares will be announced as soon as soon as reasonably practicable after the close of the book build process later today

· An indicative timetable for the Transaction and the Placing is set out further below

· In connection with the Transaction, Oxford Biomedica also entered into a commitment letter for a secured short term loan facility of US$85   million (£64 million) from funds managed by Oaktree Capital Management, L.P. ("Oaktree") (the "Short Term Loan Facility" or the "Facility")

The interest rate under the Facility will be 8.5 per cent. per annum, payable quarterly in cash or in kind as additional loan principal, at the option of the Company and will be repayable in twelve months after completion of the Transaction

 

Oxford Biomedica updates and recent developments

 

· Upon announcement of the Transaction, John Dawson will step down as CEO and current Chairman Dr. Roch Doliveux will become interim CEO

John Dawson will remain a Board Director and Advisor to the Company

A process to appoint a new CEO is underway, as previously announced

· Continued strong momentum across CDMO activities since H1 2021 with FY21 Group revenues expected to be in line with equity research analyst consensus 3 (unaudited)

· The Group's closing net cash position as at 31 December 2021 was approximately £109 million (unaudited)

 

Dr. Roch Doliveux, Chair and Interim CEO, commented: "Accessing Homology's unique AAV capabilities is a major advancement in Oxford Biomedica's goal to become an innovative global viral vector leader that provides solutions to Cell and Gene Therapy (C&GT) Biotech and Biopharma companies for their process development and manufacturing needs across key viral vectors. Process Development/CMC being one of the most important critical success factors to ensure efficacy, safety and affordability of C&GT, Oxford Biomedica is in a strong position to enable our customers to bring their new medicines to many more patients and change their lives. We look forward to working with Homology's impressive team and uniquely robust processes to achieve world-leadership as a provider of AAV solutions in addition to enhancing our leadership in lentiviral vectors. Having a US base brings us closer to customers, talent, innovation in academia and pools of capital all of which will allow growth and building a market leadership position."

Arthur Tzianabos, Ph.D., President and Chief Executive Officer of Homology, said : "We chose Oxford Biomedica for its leadership in viral-based manufacturing and prestigious global client base, and we believe that Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business will build upon the strengths of both companies. Our leadership in AAV process development and CMC, which resulted from establishing internal capabilities early on, has enabled us to advance three programmes from discovery into the clinic within five years. We believe the opportunity in Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business further leverages the value we created in this broad capability, including the demonstrated expertise of our team, to provide much-needed high-quality viral vector to other companies and, importantly, more patients around the world. . Additionally, the $130 million cash infusion, coupled with the reduction in operating expenses, significantly extends our runway and supports the continued advancement of our programs and genetic medicines platform. We believe our ownership stake in Oxford Biomedica Solutions, continued access to our AAV 'plug and play' manufacturing platform as a preferred customer, and our ability to benefit from any further manufacturing innovations, will be key value drivers for Homology."  

Dr. Roch Doliveux commenting on John's departure added: "I would like to express my sincere appreciation for John Dawson's leadership and achievements as CEO. He and the world-class management team he has built have worked relentlessly in selecting the best AAV partner and creating this potentially transformative deal for the Group. This makes it easier to support John's decision to step down at this time. I am delighted that he will remain a Board member and Advisor."

 

John Dawson, CBE, added: "I am excited that this will be my final deal as CEO of the Group. This transaction not only brings proven, scalable, high-quality AAV manufacturing capabilities to Oxford Biomedica, which was in line with our strategy, but also expands Oxford Biomedica's presence into the US and brings us a dedicated team in close geographic proximity to other leading gene therapy companies in Boston and more widely across the US."

 

 

Overview of Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business

 

Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business comprises Homology's end-to-end high performing AAV process development and manufacturing platform with a proprietary 'plug and play' model protected by IP , and an experienced team of approximately 125 Boston based technical operations employees with deep AAV development and manufacturing know-how.

 

The state of the art AAV manufacturing facility based near Boston includes approximately 25,000   sq.   ft of GMP space for drug substance, drug product, QC testing, quality and warehousing , with three 500L single-use bioreactor s. The facility has been operating for GMP production since 2019 and has the potential to expand laboratories and the GMP footprint on-site.

 

Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business has manufacturing capabilities for both process and analytical development and early stage clinical manufacturing at 500L with proven scalability to 2,000L for commercial supply. The GMP facility has an estimated steady state annual maximum capacity of 10 - 15 500L batches and 10 - 15 1,000L batches. Oxford Biomedica Solutions' process development expertise covers all AAV related gene therapy and gene editing development functions which has already supported three successful Phase I trial initiations in the United States. Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business will be Oxford Biomedica's global manufacturing and innovation business for AAV and the focus of Oxford Biomedica's US operations.

 

Oxford Biomedica Solutions will at completion of the Transaction have approximately US$35 million (£ 26 million) worth of AAV CDMO gross assets transferred to it by Homology and is expected to generate a minimum first twelve months contracted revenues of approximately US$25 million (£19 million) from Homology under the three-year M anufacturing and Supply Agreement.

 

Oxford Biomedica Solutions has not traded as an independent entity to date. Oxford Biomedica expects Oxford Biomedica Solutions to break-even on an EBITDA basis by year 3 after closing with gold standard long term target margins.

Oxford Biomedica Solutions will bring together complementary cultures focused on science-led solutions and excellence in customer service under the leadership of Tim Kelly, Chief Operating Officer of Homology, who will join Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business as Chief Executive Officer and Chair of the Board of Directors and also become a member of Oxford Biomedica's Senior Executive Team.

Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business employees are integral to the success of the Transaction and will be provided with an attractive incentivisation package upon completion of the Transaction.

 

 

Strategic Rationale for the Transaction

 

The Board of Oxford Biomedica believes that the Transaction has compelling strategic and financial rationale, with the potential to deliver substantial benefits to patients, customers, shareholders and other stakeholders. In particular, the Transaction will:

 

· Broaden Oxford Biomedica's viral vector capabilities into the largest and fast growing AAV segment via a single transaction

Bring fully established manufacturing AAV technologies, IP, capabilities and capacity into Oxford Biomedica

Offer the opportunity to leverage commercial capabilities in Oxbox in the UK through increased credibility in AAV with Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business

 

· Expand Oxford Biomedica's geographic presence with the addition of technical operational expertise near Boston, US presenting ideal access to the key US biopharma hub

Increase Oxford Biomedica's total addressable market

Unlock strong synergy opportunities from the combination of technical capabilities and the ability to cross-sell to existing Oxford Biomedica customers

 

· Enable Oxford Biomedica to leverage proprietary technologies protected by IP in AAV to further enhance Oxford Biomedica's existing platform

Promote a collaborative and complementary AAV and lentiviral vector-based approach across transfection, upstream and downstream, analytical testing and cell technology

Enhance Oxford Biomedica's ability to offer solutions that meet the CMC challenges that gene and cell therapy companies face

 

· Be immediately accretive to revenue growth with contribution from Homology and potential new customers

The three-year strategic partnership with Homology for AAV manufacturing provides Oxford Biomedica Solutions its first major customer with availability of capacity for potential new customers

 

In summary, the Transaction accelerates Oxford Biomedica's strategy to create a leading partner of choice with advanced capabilities across key viral vector types in gene and cell therapy (lentivirus, adenovirus and AAV) that will be able to address the increasing market requirements for efficacy, safety and affordability in cell and gene therapeutics. The enlarged Oxford Biomedica will leverage its strong track record, skills and expertise in a significantly larger total addressable market and provide solutions for gene and cell therapy developers underpinned by technologies, know-how and IP with continued focus on innovation to further enhance the combined platform and its customer offering.

 

The Transaction will also provide expanded manufacturing capacity to Oxford Biomedica. Oxford Biomedica currently has five manufacturing and R&D facilities (>150,000 sq. ft) in the UK, with the potential for at least four additional GMP suites to be added to existing capacity within its current facilities. Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business will add one process R&D and manufacturing facility (approximately 25,000 sq. ft) in Boston, US with the potential to expand laboratories and the GMP footprint on-site.

 

 

Transaction Agreements

 

On 28 January 2022, Oxford Biomedica US and the Company (solely for the purposes of guaranteeing the obligations of Oxford Biomedica US) entered into an equity securities purchase agreement with Homology and Oxford Biomedica Solutions LLC 1 (the "Equity Securities Purchase Agreement"), pursuant to which Oxford Biomedica US has agreed to acquire an 80 per cent. ownership interest in Oxford Biomedica Solutions.

 

The Transaction will be implemented through Oxford Biomedica Solutions, a newly formed US LLC entity, which is initially wholly owned by Homology. Prior to completion of the Transaction and pursuant to the terms of a contribution agreement to be entered into by Homology and Oxford Biomedica Solutions (the "Contribution Agreement"), Homology will, prior to completion of the Transaction, assign and transfer to Oxford Biomedica Solutions certain assets comprising the AAV CDMO Business, and Oxford Biomedica Solutions will assume from Homology, and agree to pay, perform and discharge when due, certain liabilities related to the AAV CDMO Business (the "Contribution"). Following the Contribution, Oxford Biomedica Solutions will hold the AAV CDMO Business.

 

Pursuant to the terms of the Equity Securities Purchase Agreement, upon completion of the Transaction (i) Oxford Biomedica US will pay Homology a total initial consideration of US$130 million (£97 million) in cash in exchange for the transfer to Oxford Biomedica US of limited liability company units in Oxford Biomedica Solutions (representing approximately 74 per cent. of the total membership interests of Oxford Biomedica Solutions) and (ii) Oxford Biomedica US will make a cash injection of US$50 million (£37 million) into Oxford Biomedica Solutions in exchange for the issue to Oxford Biomedica US of additional limited liability company units in Oxford Biomedica Solutions (representing approximately 6 per cent. of the total membership interests of Oxford Biomedica Solutions). Following completion of the Transaction, Oxford Biomedica US will own limited liability company units in the Oxford Biomedica Solutions, representing 80 per cent. of the total membership interests of Oxford Biomedica Solutions and Homology will own limited liability company units in Oxford Biomedica Solutions representing 20 per cent. Of the total membership interests of Oxford Biomedica Solutions.

 

Completion of the Transaction under the Equity Securities Purchase Agreement is subject to the satisfaction, or (to the extent permitted by law) waiver, of a number of outstanding conditions, including, inter alia, (i) the Contribution having been completed in accordance with the terms of the Contribution Agreement and (ii) any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Equity Securities Purchase Agreement under the US Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or been terminated. The Transaction is not conditional on the approval of the Company's shareholders or on financing.

 

The Equity Securities Purchase Agreement contains (i) an indemnity from Homology for the benefit of Oxford Biomedica US against any losses that Oxford Biomedica US or its indemnified persons may suffer or incur in certain circumstances and (ii) an indemnity from Oxford Biomedica US for the benefit of Homology against any losses that Homology or its indemnified persons may suffer or incur in certain circumstances. Under the Equity Securities Purchase Agreement, Homology and Oxford Biomedica Solutions have given customary representations and warranties to Oxford Biomedica US, and Oxford Biomedica US has given customary representations and warranties to Homology.

 

On completion of the Transaction, Homology, Oxford Biomedica US and Oxford Biomedica Solutions will enter into an LLC agreement in relation to Oxford Biomedica Solutions, which, among other things, will set out the ongoing rights and obligations of Homology and Oxford Biomedica US with respect to the governance of Oxford Biomedica Solutions (the "LLC Agreement").

 

Pursuant to the terms of the LLC Agreement, at any time following the third anniversary of completion of the Transaction, Oxford Biomedica US will have the option to purchase from Homology all of Homology's membership interests in Oxford Biomedica Solutions (the "Call Option") and Homology will have the option to require Oxford Biomedica US or Oxford Biomedica Solutions to purchase all of Homology's membership interests in Oxford Biomedica Solutions (the "Put Option"). The purchase price payable by Oxford Biomedica US or Oxford Biomedica Solutions on exercise of the Call Option or the Put Option will be equal to the amount Homology would be entitled to receive upon a liquidation of Oxford Biomedica Solutions assuming all of the assets of Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business are sold for a purchase price based on a valuation equivalent to a multiple of 5.5 times the revenue of Oxford Biomedica Solutions over the twelve months prior to the date of exercise. In addition, the maximum purchase price payable by Oxford Biomedica US or Oxford Biomedica Solutions on exercise of the Call Option or the Put Option will be capped at US$74.1 million (£55.4 million). Additionally, upon a change of control of Homology, Oxford Biomedica US has the right to purchase all (but not less than all) of Homology's interests in Oxford Biomedica Solutions for the same purchase price payable on exercise of the Call Option or the Put Option, except that, on a change of control of Homology occurring within one year of completion of the Transaction, only Oxford Biomedica Solutions' revenue from the date of completion of the Transaction to the closing date of the change of control transaction will be included in the calculation of the purchase price. The purchase price payable for Homology's interests in Oxford Biomedica Solutions is subject to the same maximum price as described above.

 

In connection with the Transaction, Homology, Oxford Biomedica Solutions and Oxford Biomedica US will enter into certain other ancillary agreements upon completion of the Transaction, which in addition to the Contribution Agreement and the LLC Agreement referred to above, also include a Licence and Patent Management Agreement, a Manufacturing and Supply Agreement, a Transitional Services Agreement, a Lease Assignment, a Sublease Agreement, an Employee Matters Agreement, a Patent Assignment Agreement and a Quality Agreement.

 

 

Proposed Placing

Oxford Biomedica is undertaking (i) a Firm Placing with certain existing shareholders and other institutional investors of up to 4,858,410 Firm Placing Shares (equating to 5.6 per cent. of the Company's existing issued share capital as at the last practicable date prior to this Announcement), utilising the unused authorities granted at the 2021 AGM to issue Ordinary Shares for cash on a non-pre-emptive basis and (ii) subject to shareholder approval, a Conditional Placing with certain existing shareholders and other institutional investors of a further number of new Ordinary Shares to be issued under the new authorities to be sought at the General Meeting to issue Ordinary Shares for cash on a non-pre-emptive basis, such that the total gross proceeds from the Firm Placing and the Conditional Placing together reach an amount of approximately £80 million.

 

Peel Hunt LLP ("Peel Hunt") and WG Partners LLP ("WG Partners") (together the "Joint Bookrunners") are acting as joint bookrunners in connection with the Placing.

The Joint Bookrunners of the Placing reserve the right to issue additional Placing Shares..

The Firm Placing is not conditional on completion of the Transaction and does not require shareholder approval. The Conditional Placing is conditional on completion of the Transaction and on shareholder approval of the issue of the Conditional Placing Shares at the General Meeting. Both the Firm Placing and the Conditional Placing are conditional on Admission becoming effective and the placing agreement between the Company and the Joint Bookrunners (the "Placing Agreement") not being terminated in accordance with its terms.

The Placing will be conducted through a bookbuilding process (the "Bookbuild"), which will be launched immediately following this announcement (such announcement and its appendices together being the "Announcement") and is subject to the terms and conditions set out in Appendix 1 to this announcement. The Joint Bookrunners will commence the Bookbuild and the book will open immediately following the release of this Announcement. The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") and the number of Placing Shares will be determined at the close of the Bookbuild and announced as soon as reasonably practicable after such time. The timing of the closing of the book, the number of Placing Shares to be issued and allocations are at the absolute discretion of the Joint Bookrunners and the Company. The results of the Placing and the Placing Price will be announced as soon as practicable after the close of the Bookbuild. The Placing is not being underwritten. The Placing Shares, if issued, will be fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after Admission.

As part of the Placing, there will be an offer made by the Company on the PrimaryBid platform of new Ordinary Shares (the "Retail Offer Shares") at the Placing Price (the "Retail Offer"), to provide retail investors with an opportunity to participate in the equity fundraise. A separate announcement will be made regarding the Retail Offer and its terms. The total number of new Ordinary Shares to be issued pursuant to the Placing and the Retail Offer will be such that no publication of a prospectus by Oxford Biomedica under the UK Prospectus Regulation or the EU Prospectus Regulation is required.

Oxford Biomedica acknowledges that it is seeking to issue new Ordinary Shares on a non-pre-emptive basis and therefore members of its Board of Directors and senior management have consulted with the Company's major institutional shareholders ahead of the release of this Announcement. Given the benefits of the Transaction, the Company believes the structure, including the issue of new Ordinary Shares on a non-pre-emptive basis, is very much aligned with shareholder and other stakeholder interests. The Placing structure has been chosen as it reduces both the complexity, cost and time of a pre-emptive offering such as an open offer. The consultation has confirmed the Board's view that the Placing is in the best interests of shareholders, as well as wider stakeholders in the Company and will promote the success of the Company.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing. Unless otherwise stated, capitalised terms in this Announcement have the meanings ascribed to them in the Appendix (which forms part of this Announcement).

Investors who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix 1.

Applications will be made for the Firm Placing Shares and the Conditional Placing Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission").

Settlement for the Firm Placing Shares and Admission is expected to take place on or around 8.00 a.m. (London time) on or around 4 February 2022 (or such later time and/or date as the Joint Bookrunners may agree with the Company), and dealings in the Firm Placing Shares will commence at that time. The Firm Placing is conditional upon Admission becoming effective and the placing agreement between the Company and the Joint Bookrunners (the "Placing Agreement") not being terminated in accordance with its terms in respect of the Firm Placing Shares.  The Firm Placing is not conditional on completion of the Transaction.

Settlement for the Conditional Placing Shares and Admission 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 for the HSR requirements to be satisfied and the date that the Company posts a circular to its shareholders to convene the General Meeting. When the Company posts the circular to shareholders it will confirm any changes to the timetable for Admission of the Conditional Placing Shares.

Short Term Loan Facility

On 28 January 2022, the Company entered into a commitment letter and a fee letter with funds managed by Oaktree, for a senior secured term loan facility in an aggregate principal amount of US$85 million (£64 million) .

 

The Company and Oaktree intend to enter into definitive agreements for the Facility on or prior to completion of the Transaction and it is expected that the definitive agreements will include: (i) usual and customary mandatory prepayments, covenants and representations and warranties, (ii) a financial covenant requiring the Company and its subsidiaries to maintain a minimum level of liquidity (iii) usual and customary events of default and (iv) customary expense reimbursement and an indemnity from the Company for the benefit of Oaktree against any losses that Oaktree or its indemnified persons may suffer or incur in certain circumstances.

 

The proceeds of the Facility can be used by the Company, together with the Company's existing cash, to finance a portion of the purchase price of the Transaction, pay transaction costs and for working capital and general corporate purposes. The availability of the Facility will be subject to the satisfaction by the Company of certain conditions precedent, including the Transaction having been, or being concurrently with the initial borrowing under the Facility, completed in all material respects in accordance with the Equity Securities Purchase Agreement. The Company intends to draw down the Facility to fund a portion of the purchase price of the Transaction.

 

The Facility will mature twelve months after the date of completion of the Transaction and will not amortise, with the full aggregate principal amount of the Facility being repayable on the final maturity date. The Company intends to repay some or all of the drawn funds out of the proceeds of the Placing.  

 

The Facility will be secured by substantially all of the present and subsequently acquired assets of the Company and its wholly owned subsidiaries and be guaranteed by the Company's wholly owned subsidiaries, with customary exceptions. The interest rate under the Facility will be 8.50 per cent. per annum, payable quarterly in cash or in kind as additional loan principal, at the option of the Company. Voluntary prepayment and mandatory prepayment of the Facility (including upon acceleration thereof) will be subject to scaling exit fees on the principal amount of loans repaid, ranging from 0% to 0.75% depending on the date of repayment.

Use of Proceeds

As at 31 December 2021 the Company had unaudited cash balances of approximately £109 million, as detailed above the Company has also entered into a commitment letter for short term debt financing of US$85 million (£64 million) with Oaktree which it expects to receive (net of transaction fees and expenses) concurrently with completion of the Transaction. Subject to Admission of the Firm Placing Shares, the net proceeds of the Firm Placing will also be available to the Company prior to completion of the Transaction.

At completion, the net proceeds of the Firm Placing, the Short Term Facility and the Company's current cash balances will allow the Company to acquire the 80 per cent. ownership interest in newly-formed Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business for a US$130 million (£97 million) cash consideration payable to Homology and a US$50 million (£37 million) capital injection into Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business to fund growth. Should the Firm Placing not complete, then the Company would propose to utilise the Facility and its existing cash resources to fund the Transaction.

The net proceeds of the Firm Placing, the Conditional Placing, the Facility and any other surplus funds after completion of the Transaction will fund the Company's existing capital requirements in respect of Oxbox and Windrush Innovation Centre (estimated at £65 million), cover the expenses of the Transaction, the Placing and the Facility and provide additional working capital for the Group.

In the event that the Firm Placing completes but the Transaction does not the Company will retain the net proceeds for working capital and general corporate purposes. 

The Company estimates that upon completion of the Transaction and the Placing it will hold cash balances of approximately £100 million assuming full draw down of the US$85 million (£64 million) Facility.  The Facility is expected to mature within 12 months from the date of completion of the Transaction. This estimated cash balance of £100 million excludes the cash balance associated with the US$50 million (£37 million) working capital injection into Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business at Completion.

Company Business Update and Recent Developments

Simultaneous to this announcement of the Transaction, John Dawson will step down as CEO and current Chairman Roch Doliveux will become interim CEO.

Roch Doliveux has been integrally involved with Oxford Biomedica's strong senior management team and has significant experience of running international companies (including post-transaction integration), having previously been CEO at UCB for ten years. John Dawson will remain a Board Director and Advisor to the Company and the process to appoint a new CEO is underway.

The group continued its strong momentum across CDMO activities since H1 2021, as set out below, and FY21 Group revenues are expected to be in line with equity research analyst consensus 4   (unaudited). The Group's closing cash position at 31 December 2021 stood at approximately £109 million (unaudited).

· On 5 January 2022, Oxford Biomedica announced that it had signed a new License and Supply Agreement with Cabaletta Bio, Inc. ("Cabaletta Bio") granting Cabaletta Bio a non-exclusive license to Oxford Biomedica's LentiVector platform for its application in Cabaletta Bio's leading Chimeric AutoAntibody Receptor (CAAR) T programme, DSG3-CAART (targeting DSG3), and put in place a multi-year Supply Agreement;

· On 13 December 2021, Oxford Biomedica announced that it had signed a Licence and Supply Agreement with Arcellx, Inc. ("Arcellx") a biotechnology company, developing novel, adaptive and controllable cell therapies for the treatment of patients with cancer and autoimmune diseases. The agreement grants Arcellx a non-exclusive licence to Oxford Biomedica's LentiVector® platform for its application in select Arcellx CAR-T programmes and puts in place a three-year Clinical Supply Agreement. Under the terms of the agreement, Oxford Biomedica will receive payments related to the development and manufacturing of lentiviral vectors for use in clinical trials. Additionally, the agreement allows for payments to the Group for the manufacture and supply of lentiviral vectors for commercial use;

· On 13 December 2021, Oxford Biomedica announced that Novartis extended the terms of its initial commercial supply agreement to the end of 2028 and Oxford Biomedica regained the rights to its LentiVector® platform relating to three CAR-T targets, including CD19 targeted therapies. As result of the agreement Oxford Biomedica has the right to work with potential pharmaceutical and biotech partners other than Novartis across all CAR-T targets. In addition, under the terms of the new agreement Novartis has been granted additional flexibility in ordering of GMP batches across Oxford Biomedica's multiple GMP facilities but will no longer have a minimum order commitment; and

· On 19 October 2021, Oxford Biomedica announced that Boehringer Ingelheim had exercised its option to license Oxford Biomedica's lentiviral vector technology to manufacture, register and commercialise BI 3720931, a lentiviral vector-based gene therapy for the treatment of cystic fibrosis (CF). Under the terms of the option and license agreement with Boehringer Ingelheim, originally announced in August 2018, Oxford Biomedica received an option exercise fee of £3.5 million. Oxford Biomedica is further entitled to development, regulatory and sales milestones of up to a further £27.5 million, in addition to a tiered low single digit royalty on net sales of a CF gene therapy product .

 

Furthermore, Oxford Biomedica is having ongoing discussions with other potential partners including one at an advanced stage as well as ongoing discussions with AstraZeneca on the potential extension of the current 18-month manufacturing agreement for the Oxford AstraZeneca COVID-19 Vaccine.

 

Related Party Transactions

Novo Holdings A/S, a strategic investor in the Company ("Novo Holdings") has indicated its intention to subscribe for approximately £10 million in aggregate across the Firm Placing and the Conditional Placing. Due to Novo Holdings having held more than 10 per cent. of the Company's issued share capital in the last twelve months, Novo Holdings is deemed to be a related party of the Company under Listing Rule 11.1.4A. As the Placing is not being conducted on a pre-emptive basis and due to the proposed size of Novo Holdings' participation, the issue of Placing Shares to Novo Holdings would be classified as a related party transaction under the Listing Rules and, as such, the Company may be required to obtain Shareholder approval for the participation of Novo Holdings in the Placing and/or comply with the additional provisions of Listing Rule 11.1.10. If Shareholder approval is required pursuant to Listing Rule 11.1.7, relevant details will be set out in the circular to be sent to Shareholders in connection with the Conditional Placing.  The Company will ensure that in the event that Novo Holdings is allocated Firm Placing Shares that the value of any such shares does not trigger the requirement for a Shareholder vote under Listing Rule 11.1.7. If Shareholder approval is required for part of Novo Holdings' participation and if the relevant resolution is not passed in respect of the participation in the Placing by Novo Holdings, Peel Hunt and WG Partners will use reasonable endeavours to reallocate the Placing Shares originally allocated to Novo Holdings on closing of the bookbuilding process, in accordance with the terms of the Placing Agreement and the terms and conditions set out in Appendix 1.

Dr. Roch Doliveux, the Company's Chairman and interim CEO, has indicated his intention to invest not less than £1 million in the Placing. Due to his position as director of the Company, Dr. Roch Doliveux is also deemed to be a related party of the Company under Listing Rule 11.1.4A. Therefore, depending on the final number of Placing Shares that Dr. Roch Doliveux may conditionally subscribe for in the Placing, the Company may be required to comply with additional provisions of Listing Rule 11.1.10.

Irrevocable Undertakings

Novo Holdings has irrevocably undertaken to vote, or procure the voting of, the 8,253,000 Ordinary Shares in which it is interested (representing approximately 9.6 per cent. of the issued share capital of the Company as at the last practicable date prior to this Announcement) in favour of the resolutions to be proposed at the General Meeting (except in relation to any resolution that may be proposed to approve its participation in the Conditional Placing where such participation is classified as a related party transaction under the Listing Rules).

 

Vulpes has irrevocably undertaken to vote, or procure the voting of, the 9,270,809 Ordinary Shares in which it is interested (representing approximately 10.8 per cent. of the issued share capital of the Company as at the last practicable date prior to this Announcement) in favour of the resolutions to be proposed at the General Meeting.

 

Serum Life Sciences Ltd has irrevocably undertaken to vote, or procure the voting of, the 3,382,950 Ordinary Shares in which it is interested (representing approximately 3.9 per cent. of the issued share capital of the Company as at the last practicable date prior to this Announcement) in favour of the resolutions to be proposed at the General Meeting.

 

Lansdowne Partners (UK) LLP has irrevocably undertaken to vote, or procure the voting of, the 1,293,037 Ordinary Shares in which it is interested (representing approximately 1.5 per cent. of the issued share capital of the Company as at the last practicable date prior to this Announcement) in favour of the resolutions to be proposed at the General Meeting.

Dr. Roch Doliveux, John Dawson, Stuart Paynter, Stuart Henderson, Dr. Michael Hayden, Dr. Heather Preston and Dr. Siyamak Rasty (being those Directors who hold Ordinary Shares) have irrevocably undertaken to vote in favour of the resolutions to be proposed at the General Meeting in respect of their holdings of Ordinary Shares, amounting to 241,327 Ordinary Shares in aggregate (representing approximately 0.3 per cent. of the issued share capital of the Company as at the last practicable date prior to this Announcement).

Notice of General Meeting

In connection with the Conditional Placing, the Company will publish and send a circular to its shareholders (the "Circular") containing a notice convening a general meeting of the Company (the "General Meeting"). At the General Meeting, Shareholder approval will be sought for authority to allot the Conditional Placing Shares and to disapply pre-emption rights in connection with such issue. If Shareholder approval is also required for Novo Holdings' participation in the Conditional Placing that will also be sought at the General Meeting. The Company expects to publish the circular within 3 weeks following the date of this Announcement.

Indicative timetable

 

The following time and dates are indicative and subject to change.

 

 

 

Announcement of the Transaction , the Firm Placing and the Conditional Placing

 7.00 a.m. 2 8 January 2022

Announcement of the results of the Firm Placing and the Conditional Placing

By 06:30 p.m. 28 January 2022

Completion of the Firm Placing and Admission of the Firm Placing Shares

 4 February 2022

Publication and d i spatch of the Circular (including notice of General Meeting)

mid-February 2022

General Meeting

early-March 2022

Completion of the Transaction

Week commencing 7 March 2022

Completion of the Conditional Placing and Admission of the Conditional Placing Shares (see note below)

On or around 11 March 2022

 

Note: The estimated date for completion of the Conditional Placing and Admission will be dependent on the time it takes for the HSR requirements to be satisfied and the date that the Company posts a circular to its shareholders convening the General Meeting. Further announcements will be made through a Regulatory Information Service as required.

The exchange rate used for the conversion of USD into GBP is US$1:£0.7478, derived from Bloomberg FX Fixings Spot Exchange Rate as at 6.00 p.m. on the last practicable date.

This announcement is made in accordance with the Group's disclosure obligations pursuant to Chapter 10 of the Listing Rules.

-Ends-

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below and the Appendices to this Announcement (which form part of this Announcement) which sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, confirmations, acknowledgements and undertakings contained in the Appendices.

 

Oxford Biomedica Analyst briefing: 

 

Oxford Biomedica's management team will host a briefing for analysts via conference call and webcast at 14:00 GMT (9:00 ET) today, 28 January 2022. 

 

Please contact [email protected] for details.

 

Enquiries: 

 

Oxford Biomedica plc:   T: +44 (0)1865 783 000 / E: [email protected]

 

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 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, CNS disorders and liver diseases. The Group has also entered into a number of partnerships, including with Novartis, Bristol Myers Squibb, Sio Gene Therapies, Orchard Therapeutics, Santen, Beam Therapeutics, Boehringer Ingelheim, Arcellx and Cabaletta Bio, 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  

 

This Announcement is released by Oxford Biomedica plc and contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, the person responsible for arranging for the release of this Announcement on behalf of the Company is Stuart Paynter, Chief Financial Officer.

 

About Homology

Homology Medicines Inc. is a clinical-stage genetic medicines company dedicated to transforming the lives of patients suffering from rare diseases by addressing the underlying cause of the disease. The Company's clinical programs include HMI-102, an investigational gene therapy for adults with phenylketonuria ("PKU"); HMI-103, a gene editing candidate for PKU; and HMI-203, an investigational gene therapy for Hunter syndrome. Additional programs focus on metachromatic leukodystrophy ("MLD"), paroxysmal nocturnal hemoglobinuria ("PNH") and other diseases. Homology's proprietary platform is designed to utilize its family of 15 human hematopoietic stem cell-derived adeno-associated virus vectors ("AAVHSCs") to precisely and efficiently deliver genetic medicines in vivo through a gene therapy or nuclease-free gene editing modality, as well as to deliver one-time gene therapy to produce antibodies throughout the body through the GTx-mAb platform. Homology has a management team with a successful track record of discovering, developing and commercializing therapeutics with a focus on rare diseases. Homology believes its initial clinical data and compelling preclinical data, scientific and product development expertise, internal manufacturing capabilities and broad intellectual property position the Company as a leader in genetic medicines. For more information, visit www.homologymedicines.com .

 

 

IMPORTANT NOTICES

 

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.

 

There is no intention to register any portion of the Placing in the United States or to conduct any public offering of securities in the United States or elsewhere. All offers of Placing Shares will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") and under Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"), in each case as amended from time to time, from the requirement to produce a prospectus. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation and the UK Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

 

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out in Appendix 1 are for information purposes only and are directed only at: (A) persons in member states of the European Economic Area who are "qualified investors" within the meaning of article 2(e) of the EU Prospectus Regulation, (B) persons in the United Kingdom who are "qualified investors" within the meaning of the UK Prospectus Regulation, who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or, (ii) are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2)(A) to (D) of the Order; and (C) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons.

 

The distribution of this Announcement (including the Appendices) and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, and/or Peel Hunt LLP ("Peel Hunt") and/or WG Partners LLP ("WG") that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Peel Hunt and WG to inform themselves about, and to observe, such restrictions.

 

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

 

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

 

Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Oxford Biomedica and no one else in connection with the Transaction and will not be responsible to anyone other than Oxford Biomedica for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with any matter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy, completeness or verification, or any other statement made or purported to be made by it, or on its behalf, in connection with Oxford Biomedica or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it or they might otherwise have in respect of this Announcement or any statement contained herein.

 

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by Peel Hunt or WG or any directors of the Company, or by any of their respective partners, directors, officers, employees, advisers, consultants, 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 any interested person or its advisers, and any liability therefor is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by Peel Hunt, WG or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents. Save for any responsibilities or liabilities, if any, imposed on Peel Hunt or WG by FSMA or by the regulatory regime established under it, no responsibility or liability is accepted by Peel Hunt, WG or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing.

 

Peel Hunt and WG, which are authorised and regulated in the United Kingdom by the FCA, are acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Neither Peel Hunt, WG nor their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents are responsible to anyone other than the Company for providing the protections afforded to clients of either bank or for providing advice in connection with the contents of this Announcement or for any other matters referred to herein.

 

Cautionary statements

 

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the Listing Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

 

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.

 

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Peel Hunt or WG.

 

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment").

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").

 

Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, Peel Hunt and WG have only procured investors who meet the criteria of professional clients and eligible counterparties, each as defined under COBS or MiFID II, as applicable.

 

For the avoidance of doubt, neither the UK Target Market Assessment nor the EU Target Market Assessment constitutes: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

 

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
 

APPENDIX 1: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO 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.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX 1 ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT:

 

(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE "EUPROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND

(B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE UK VERSION OF THE EU PROSPECTUS REGULATION (THE "UK PROSPECTUS REGULATION") WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER")(INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED,

(ALL SUCH PERSONS LISTED IN (A) OR (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. PERSONS (INCLUDING, WITHOUT LIMITATION, CUSTODIANS, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY RESTRICTIONS RELATING TO THE PUBLICATION, RELEASE OR DISTRIBUTION OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX 1 AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT 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.

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS ("QIBS", AS THE TERM IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES WITHIN THE MEANING OF SECTION 4(A)(2) OF THE SECURITIES ACT MADE IN THE UNITED STATES.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

NO PROSPECTUS HAS BEEN PREPARED OR FILED WITH ANY SECURITIES COMMISSION OR OTHER SECURITIES REGULATORY AUTHORITIES IN ANY JURISDICTION IN CANADA IN CONNECTION WITH THE OFFER OR SALE OF THE PLACING SHARES. ANY OFFER AND SALE OF THE PLACING SHARES IN CANADA IS BEING MADE ON A PRIVATE PLACEMENT BASIS ONLY AND PURSUANT TO AN EXEMPTION FROM THE REQUIREMENT THAT THE COMPANY PREPARES AND FILES A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. ANY RESALE OF THE PLACING SHARES IN CANADA MUST BE MADE IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, WHICH MAY VARY DEPENDING ON THE RELEVANT JURISDICTION, AND WHICH MAY REQUIRE RESALES TO BE MADE IN ACCORDANCE WITH CANADIAN PROSPECTUS REQUIREMENTS, A STATUTORY EXEMPTION FROM THE PROSPECTUS REQUIREMENTS, IN A TRANSACTION EXEMPT FROM THE PROSPECTUS REQUIREMENTS OR OTHERWISE UNDER A DISCRETIONARY EXEMPTION FROM THE PROSPECTUS REQUIREMENTS GRANTED BY THE APPLICABLE LOCAL CANADIAN SECURITIES REGULATORY AUTHORITY.

THESE RESALE RESTRICTIONS MAY UNDER CERTAIN CIRCUMSTANCES APPLY TO RESALES OF THE PLACING SHARES OUTSIDE OF CANADA. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING SHARES IN CANADA. THIS ANNOUNCEMENT DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD NORMALLY APPEAR IN A PROSPECTUS UNDER APPLICABLE CANADIAN SECURITIES LAWS. NO SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THIS ANNOUNCEMENT OR THE MERITS OF THE PLACING SHARES. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. THIS ANNOUNCEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, A PROSPECTUS, AN OFFERING MEMORANDUM, AN ADVERTISEMENT, A SOLICITATION TO PURCHASE, A PUBLIC OFFERING OF THE PLACING SHARES IN CANADA. NO OFFER AND SALE OF PLACING SHARES IS OR WILL BE MADE IN CANADA, EXCEPT TO PERSONS WHO ARE: (A) AN "ACCREDITED INVESTOR" AS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO) (THE "OSA"), AS APPLICABLE, AND ARE EITHER PURCHASING THE PLACING SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE PLACING SHARES AS PRINCIPAL FOR ITS OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS AND NOT AS AGENT FOR THE BENEFIT OF ANOTHER PERSON OR AS TRUSTEE, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (B) NOT CREATED OR BEING USED SOLELY TO PURCHASE OR HOLD THE PLACING SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; (C) A "PERMITTED CLIENT" AS DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS ("NI 31-103") THAT IS NOT AN INDIVIDUAL; AND (D) IS RESIDENT IN EITHER THE PROVINCE OF ALBERTA, BRITISH COLUMBIA, ONTARIO OR QUEBEC AND ENTITLED UNDER APPLICABLE CANADIAN SECURITIES LAWS, INCLUDING THE SECURITIES LAWS APPLICABLE TO SUCH PROVINCE, TO PURCHASE THE PLACING SHARES WITHOUT THE BENEFIT OF A PROSPECTUS.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

The Placees will be deemed: (i) to have read and understood this Announcement, including the Appendices, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix 1.

In particular each such Placee represents, warrants, undertakes, agrees and acknowledges (as the case may be) that:

1.  it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.  in the case of a Placee in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(a)  it is a 'Qualified Investor' within the meaning of Article 2(e) of the UK Prospectus Regulation;

(b)  in the case of any Placing Shares acquired by it as a 'financial intermediary', as that term is used in Article 5(1) of the UK Prospectus Regulation:

(i)  the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than 'Qualified Investors' (within the meaning of Article 2(e) of the UK Prospectus Regulation) or in circumstances in which the prior consent of the Joint Bookrunners have been given to the offer or resale;

(ii)  where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than 'Qualified Investors' (within the meaning of Article 2(e) of the UK Prospectus Regulation), the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

3.  in the case of an investor in a member state of the EEA ("Member State") who acquires any Placing Shares pursuant to the Placing:

(a)  it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and

(b)  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in in Article 5(1) of the EU Prospectus Regulation:

(i)  the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State other than Qualified Investors or in circumstances in which the prior consent of the Bookrunners have been given to the offer or resale; and

(ii)  where Placing Shares have been acquired by it on behalf of persons in any Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons; and

4.  it is (and, if it is acquiring the Placing Shares for the account of one or more other persons, such persons are) and, at the time the Placing Shares are acquired, will be either (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act or (ii) if in the United States, a QIB and acquiring Placing Shares in a transaction that is exempt from the registration requirements set out under the Securities Act; and

5.  it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it has authority to exercise, and is exercising, investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the LSE and will be listed on the premium segment of the Official List.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Details of the Placing Agreement, the Placing Shares and the Bookbuild

The Joint Bookrunners are acting as joint bookrunners in connection with the Placing and have entered into the Placing Agreement with the Company under which, subject to the conditions set out in that agreement, they have agreed to use their respective reasonable endeavours to procure Placees to take up the Placing Shares , on the terms and subject to the conditions set out therein. The exact number of the Placing Shares to be allocated and issued to each Placee, and the Placing Price, shall be determined by the Company and the Joint Bookrunners following completion of an accelerated book building process to determine demand for participation in the Placing by the Placees (the "Bookbuild"). The Placing is not underwritten.

The Joint Bookrunners will today commence the Bookbuild. This Appendix 1 gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Company and the Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion determine.

The Placing Shares will, as from the date when they are issued and are fully paid up, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after the date of Admission and otherwise rank pari passu in all respects with, and be identical to, the existing Ordinary Shares then in issue and are issued free from all claims, charges, liens and encumbrances.

As a term of the Placing, the Company has agreed that it will not allot, issue, offer, sell, transfer, create any encumbrance over or otherwise dispose of, directly or indirectly, any Ordinary Shares (other than the Placing Shares) for a period ending on the date falling 180 days after Admission without the prior written consent of the Joint Bookrunners. This agreement is subject to certain exceptions and does not prevent the (i) grant or exercise of options under any of the Company's existing employee share schemes, or (ii) the issue of Ordinary Shares in a private transaction to any strategic investor in the life sciences industry in connection with licence or collaboration agreements entered into by the Company and such strategic investor up to a maximum of 10 per cent. of the Company's outstanding share capital at such time.

Application for listing and admission to trading

Application will be made to the FCA for the admission of the Placing Shares to the premium listing segment of the Official List and the LSE for admission to trading on its main market for listed securities.

It is expected that Admission of the Firm Placing Shares will become effective at or around 8.00 a.m. (London time) on or around 4 February 2022 and that dealings in the Firm Placing Shares will commence at that time.

It is expected that Admission of the Conditional Placing Shares will become effective at or around 8.00 a.m. (London time) on or around 11 March 2022 and that dealings in the Conditional Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1.  The Joint Bookrunners are arranging the Placing severally, and not jointly, nor jointly and severally, as joint bookrunners and placing agents of the Company for the purpose of procuring Placees at the Placing Price (as defined above) for the Placing Shares.

2.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. In connection with the Placing, each of the Joint Bookrunners, or any of their respective affiliates, may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own account such Placing Shares and/or related instruments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners, or any of their respective affiliates, acting as investors for their own accounts. Except as required by legal or regulatory obligations to do so, Peel Hunt and WG Partners do not propose to make any disclosure in relation to the extent of any such investments or transactions.

3.  The number of Placing Shares and the Placing Price will be agreed by the Joint Bookrunners and the Company following completion of the Bookbuild. The number of Placing Shares to be issued will be announced on a regulatory information service ("RIS") following the completion of the Bookbuild (the "Placing Results Announcement").

4.  Allocations of the Placing Shares will be determined by the Joint Bookrunners and the Company (the proposed allocations having been supplied by the Joint Bookrunners to the Company in advance of such determination). Allocations will be confirmed orally by the Joint Bookrunners and a trade confirmation will be despatched as soon as possible thereafter. A Joint Bookrunner's oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Joint Bookrunners and the Company, to acquire the number of Placing Shares allocated to it and to pay the Placing Price in respect of such shares on the terms and conditions set out in this Appendix 1 and in accordance with the Company's articles of association. Except with the Joint Bookrunners' consent, such commitment will not be capable of variation or revocation after the time at which it is submitted. The Joint Bookrunners and the Company reserve the right to scale back or otherwise reallocate the number of Placing Shares to be allotted to any Placee in circumstances where shareholder approval is required for any Placee's participation in the Placing, as set out under the heading, "Related Party Transactions" in this Announcement.

5.  The Bookbuild is expected to close no later than 6.30 p.m. (London time) on 28 January 2022, but may be closed earlier or later at the Joint Bookrunners' discretion. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

6.  Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the Joint Bookrunners. The terms of this Appendix 1 will be deemed incorporated in that contract note.

7.  (A)  Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Firm Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

(B)  Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Conditional Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

8.  All obligations of the Joint Bookrunners under the Bookbuild and the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Firm Placing" and "Conditions of the Conditional Placing" (as applicable) and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement - Firm Placing" and "Right to terminate under the Placing Agreement - Conditional Placing" (as applicable).

9.  By participating in the Bookbuild and the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below under "Right to terminate under the Placing Agreement" - Firm Placing" and "Right to terminate under the Placing Agreement - Conditional Placing" (as applicable)  and will not be capable of rescission or termination by the Placee.

10.  To the fullest extent permissible by law, neither the Joint Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Joint Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild and the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may determine.

11.  Each of the Joint Bookrunners and the Company expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares are determined.

Conditions of the Firm Placing

The Firm Placing is conditional upon the Placing Agreement becoming unconditional in respect of the Firm Placing and not having been terminated in accordance with its terms. The Joint Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:

12.  publication of an announcement by the Company giving details of the results of the Placing, through a RIS, by no later than 8:00 a.m. on 31 January 2022 following execution of the term sheet as provided for in the Placing Agreement;

13.  Admission of the Firm Placing Shares occurring at or before 8:00 a.m. (London time) on 4 February 2022;

14.  in the good faith opinion of the Joint Bookrunners, no material adverse change occurring (whether or not foreseeable at the date of this Announcement);

15.  in the good faith opinion of the Joint Bookrunners, none of the warranties of the Company contained in the Placing Agreement being untrue, inaccurate or misleading at the date of the Placing Agreement or at Admission of the Firm Placing Shares, by reference to the facts and circumstances from time to time subsisting;

16.  the Company not being in breach of any of its obligations under the Placing Agreement which fall to be performed prior to Admission, the consequences of which in the good faith opinion of the Joint Bookrunners are material in the context of the Placing;

The Joint Bookrunners shall, acting together and in their absolute discretion, be entitled to waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to certain conditions relevant to the Firm Placing in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If: (i) any of the conditions relevant to the Firm Placing contained in the Placing Agreement, including those described above are not fulfilled or (where permitted) waived by the Joint Bookrunners by the relevant time or date where specified (or, in each case, such later time and/or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below in relation to the Firm Placing, the Firm Placing and the Conditional Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

Neither the Company, the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive, or to extend the time and/or date for the satisfaction of, any condition relevant to the Firm Placing in the Placing Agreement nor in respect of any decision they may make as to the satisfaction of any condition relevant to the Firm Placing or in respect of the Firm Placing generally and by participating in the Firm Placing each Placee agrees that any such decision is within the absolute discretion of the Company and the Joint Bookrunners.

Conditions of the Conditional Placing

The Conditional Placing is conditional upon the Placing Agreement becoming unconditional in respect of the Conditional Placing and not having been terminated in accordance with its terms. The Joint Bookrunners' obligations under the Placing Agreement in respect of the Conditional Placing are conditional on, inter alia:

17.  publication of an announcement by the Company giving details of the results of the Placing, through a RIS, by no later than 8:00 a.m. on 31 January 2022 following execution of the term sheet as provided for in the Placing Agreement;

18.  Admission of the Conditional Placing Shares occurring at or before 8:00 a.m. (London time) on or around 11 March 2022;

19.  in the good faith opinion of the Joint Bookrunners, no material adverse change occurring (whether or not foreseeable at the date of this Announcement);

20.  in the good faith opinion of the Joint Bookrunners, none of the warranties of the Company contained in the Placing Agreement being untrue, inaccurate or misleading at the date of the Placing Agreement or at Admission of the Conditional Placing Shares, by reference to the facts and circumstances from time to time subsisting;

21.  the Company not being in breach of any of its obligations under the Placing Agreement which fall to be performed prior to Admission of the Conditional Placing Shares, the consequences of which in the good faith opinion of the Joint Bookrunners are material in the context of the Placing;

22.  the passing of the resolutions (but not any resolution required to approve a related party transaction) at the General Meeting, without any amendment not approved by the Joint Bookrunners; and

23.  the Transaction having been completed.

 

The Joint Bookrunners shall, acting together and in their absolute discretion, be entitled to waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to certain conditions relevant to the Conditional Placing in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If at any time (including after Admission of the Firm Placing Shares): (i) any of the conditions relevant to the Conditional Placing contained in the Placing Agreement relating to the Conditional Placing, including those described above are not fulfilled or (where permitted) waived by the Joint Bookrunners by the relevant time or date where specified (or, in each case, such later time and/or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below in relation to the Conditional Placing, the Conditional Placing will lapse and the Placees' rights and obligations hereunder in relation to the Conditional Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

Neither the Company, the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive, or to extend the time and/or date for the satisfaction of, any condition relevant to the Conditional Placing in the Placing Agreement nor in respect of any decision they may make as to the satisfaction of any condition relevant to the Conditional Placing or in respect of the Conditional Placing generally and by participating in the Conditional Placing each Placee agrees that any such decision is within the absolute discretion of the Company and the Joint Bookrunners.

Right to terminate under the Placing Agreement - Firm Placing

The Joint Bookrunners (acting jointly) in their absolute discretion may terminate their obligations under the Placing Agreement (in respect of both the Firm Placing and the Conditional Placing) by notice to the Company, in each case if at any time prior to Admission of the Firm Placing Shares, inter alia:

24.  in the good faith opinion of the Joint Bookrunners, any of the warranties given by the Company in the Placing Agreement are not true or accurate or have become misleading;

25.  there shall have been any material adverse change (whether or not foreseeable at the date of the Placing Agreement), the effect of which, in the good faith opinion of the Joint Bookrunners, makes it impractical or inadvisable to proceed with the Firm Placing; or

26.  the occurrence of one or more specified adverse macro-economic changes, suspension or material limitation in the London Stock Exchange's main market for listed securities of trading in any securities of the Company or a general moratorium on commercial banking activities in London or New York which, in the good faith opinion of the Joint Bookrunners, would make it impractical or inadvisable to proceed.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by any of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to exercise.

Right to terminate under the Placing Agreement - Conditional Placing

The Joint Bookrunners (acting jointly) in their absolute discretion may terminate their obligations under the Placing Agreement by notice to the Company, in each case if at any time prior to Admission of the Conditional Placing Shares (including, for the avoidance of doubt during the period after Admission of the Firm Placing Shares), inter alia:

27.  in the good faith opinion of the Joint Bookrunners, any of the warranties given by the Company in the Placing Agreement are not true or accurate or have become misleading;

28.  there shall have been any material adverse change (whether or not foreseeable at the date of the Placing Agreement), the effect of which, in the good faith opinion of the Joint Bookrunners, makes it impractical or inadvisable to proceed with the Firm Placing; or

29.  the occurrence of one or more specified adverse macro-economic changes, suspension or material limitation in the London Stock Exchange's main market for listed securities of trading in any securities of the Company or a general moratorium on commercial banking activities in London or New York which, in the good faith opinion of the Joint Bookrunners, would make it impractical or inadvisable to proceed.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by any of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to exercise.

 

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the UK. No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including the Appendices), and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including the Appendices) and all other publicly available information previously published by the Company by notification to a RIS is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company or any of the Joint Bookrunners or any other person and none of the Company or the Joint Bookrunners nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BDFBVT43) following Admission will take place within the CREST system. Subject to certain exceptions, the Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees in certificated form or by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares allocated to it at the Placing Price and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Joint Bookrunner.

The Company will deliver the Placing Shares to a CREST account operated by Peel Hunt as agent for the Company and Peel Hunt will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of (i) the Firm Placing Shares will be on 4 February 2022 and in respect of (ii) the Conditional Placing Shares will be on or around 11 March 2022, in each case in accordance with the instructions set out in the contract note.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of four percentage points above the Bank of England's base rate from time to time but 4% per year for any period during which that base rate is below zero.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully take in pursuance of such sale. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as bookrunners and agents of the Company, in each case as a fundamental term of their application for Placing Shares) that:

30.  it has read and understood this Announcement, including the Appendices, in its entirety and that its acquisition of Placing Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;

31.  no offering document or prospectus has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, Placing or the Placing Shares;

32.  the Placing does not constitute a recommendation or financial product advice and neither of the Joint Bookrunners have had regard to its particular objectives, financial situation or needs;

33.  none of the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees has provided, nor will any such person provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

34.  the Ordinary Shares are listed on the premium segment of the Official List and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or access such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty;

35.  the content of this Announcement is exclusively the responsibility of the Company and that neither of the Joint Bookrunners, nor their respective affiliates or any person acting on behalf of any of them, has or shall have any liability for any information, representation or statement contained in, or omission from, this Announcement or any information previously published by or on behalf of the Company, including, without limitation, any information required to be published by the Company pursuant to applicable laws, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a RIS, such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has not requested, received or relied on any other information given, or representations, warranties or statements made, by any of the Joint Bookrunners or the Company nor any of their respective affiliates, agents, directors, officers or employees and none of the Joint Bookrunners or the Company or any such affiliate, agent, director, officer or employee will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

36.  it may not rely, and has not relied, on any investigation that any of the Joint Bookrunners, any of their affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company or the Placing Shares; each Placee further acknowledges that it has conducted its own investigation of the Company and the Placing Shares and has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares;

37.  it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares;

38.  none of the Joint Bookrunners, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

39.  in making any decision to acquire Placing Shares it (i) has such knowledge and experience in financial, business and international investment matters as is required to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares, (ii) will not look to any of the Joint Bookrunners for all or part of any loss it may suffer as a result of any such subscription or purchase, (iii) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares, (iv) is able to sustain a complete loss of an investment in the Placing Shares and (v) has no need for liquidity with respect to its investment in the Placing Shares. It further confirms that it has relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners;

40.  neither it is, nor the beneficial owners of the Placing Shares are, and at the time the Placing Shares are acquired, will be, a resident of or otherwise located in Australia, Canada, Japan, New Zealand or South Africa and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan, New Zealand or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into any of those jurisdictions;

41.  the Placing Shares have not been and will not be registered, and that a prospectus will not be cleared in respect of any of the Placing Shares, under the securities laws or legislation of the United States or any state or jurisdiction thereof, Australia, Canada, Japan, New Zealand or South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, in or into those jurisdictions;

42.  that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

43.  it has complied with its obligations under the Criminal Justice Act 1993, MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

44.  it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, warranties, representations, undertakings, and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person) provided that where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of the terms and conditions set out in this Appendix 1 and not the underlying client and, for the avoidance of doubt, the representations and warranties given are to be taken as made by the Placee itself and not their underlying client;

45.  if in a Member State, unless otherwise specifically agreed with the Joint Bookrunners in writing, that it is a "Qualified Investor" within the meaning of Article 2(e) of the EU Prospectus Regulation;

46.  if a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

47.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any Member State within the meaning of the EU Prospectus Regulation;

48.  if in the United Kingdom, that it is a "Qualified Investor" for the purposes of Article 2(e) of the UK Prospectus Regulation and is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) (High Net Worth Companies, Unincorporated Associations, etc) of the Order, or (iii) to whom it may otherwise lawfully be communicated;

49.  if a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the UK other than "Qualified Investors" for the purposes of Article 2(e) of the UK Prospectus Regulation, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

50.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom except to "Qualified Investors" for the purposes of Article 2(e) of the UK Prospectus Regulation or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of the UK Prospectus Regulation;

51.  it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement and the Placing Results Announcement have not and will not have been approved by either Joint Bookrunner in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

52.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

53.  if it is a Placee in or resident in Canada, it (i) is an "accredited investor" as defined in Section 1.1 of NI 45-106 or subsection 73.3(1) of the OSA, as applicable, and it is either purchasing the Placing Shares as principal for its own account, or it is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws and not as agent for the benefit of another person or as trustee, for investment only and not with a view to resale or redistribution; (ii) was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (iii) is a "permitted client" as defined in section 1.1 of NI 31-103 that is not an individual; (iv) is resident in either the Province of Alberta, British Columbia, Ontario or Quebec and entitled under applicable Canadian securities laws, including the securities laws applicable to such Province to purchase the Placing Shares without the benefit of a prospectus; and (v) if required by applicable Canadian securities laws, it will execute, deliver and file or assist the Company in obtaining, preparing and filing such reports, undertakings and other documents relating to the purchase of the Placing Shares by it as may be required by any Canadian securities commission or other regulatory authority;

54.  it understands, and each account it represents has been advised that, (i) any offer and sale of the Placing Shares in Canada is being made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws; and (ii) any resale of the Placing Shares into Canada must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority and that these resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada;

55.  it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in FSMA and MAR);

56.  no action has been or will be taken by either the Company or the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

57.  it, and any person acting on its behalf, is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix 1) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

58.  it, and any person acting on its behalf, will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix 1 on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Joint Bookrunners may in their absolute discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon such placing or sale of such Placee's Placing Shares;

59.  none of the Joint Bookrunners, nor any of their respective affiliates, agents, directors, officers or employees, nor any person acting on their behalf, is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be, a client of any of the Joint Bookrunners in connection with its participation in the Placing and that none of the Joint Bookrunners have any duty nor responsibility to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

60.  the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Joint Bookrunners on an after-tax basis in respect of any Indemnified Taxes;

61.  these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Appendix 1, and any non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or either of the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

62.  it agrees to indemnify on an after tax basis and hold the Company, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of its representations, warranties, acknowledgements, agreements and undertakings in this Appendix 1 and further agrees that the provisions of this Appendix 1 shall survive after completion of the Placing;

63.  if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in article 11 of UK MAR and/or article 11 of EU MAR (as applicable) and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

64.  if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;

65.  the Company, the Joint Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties, acknowledgements, agreements, and undertakings set forth herein which are given to the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

66.  none of the Company or the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any acknowledgments, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;

67.  it will not hold the Joint Bookrunners or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations with investors relating to the Company and that neither the Joint Bookrunners nor any person acting on behalf of the Joint Bookrunners, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information or accepts any responsibility for any of such information; and

68.  its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix 1) will continue notwithstanding any amendment that may in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company or the Joint Bookrunners' conduct of the Placing.

Additional representations and warranties relating to the United States

In addition to the foregoing, by participating in the Placing, each Placee that is located in the United States (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:

69.  it understands that the Placing has not been and will not be registered under the Securities Act;

70.  it is acquiring the Placing Shares either for its own account or as a fiduciary or agent for one or more investor accounts, as to which it exercises sole investment discretion and has authority to subscribe for the Placing Shares ("Accounts"), and in each case the acquisition of the Placing Shares is being made for investment purposes;

71.  it is, and each Account is, a "qualified institutional buyer" as defined in Rule 144A under the Securities Act ("QIB");

72.  the Placing Shares have not been offered to it by the Company, the Joint Bookrunners or any other person connected to the Placing by means of any form of any "general solicitation" or "general advertising" (as such terms are defined in Regulation D under the Securities Act);

73.  it has read and understood this Announcement in its entirety and its subscription for the Placing Shares is subject to and based on these terms and conditions and it undertakes not to redistribute or duplicate this Announcement or any other materials concerning the Placing;

74.  it has sufficient knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risks of the purchase of the Placing Shares, and it is and each Account is able to bear the economic and financial risk (including a complete loss) of such a purchase;

75.  it acknowledges that in making its decision to acquire any Placing Shares, it: (i) has not relied on any investigation that the Joint Bookrunners, or any other person connected to the Placing, or any of their respective affiliates or any person acting on its or their behalf may have conducted with respect to the Company or the Placing Shares; (ii) has had access to such information as it deems necessary or appropriate in connection with its acquisition of the Placing Shares; and (iii) has made its own investment decision regarding the Placing Shares based on its own knowledge and information which is publicly available with respect to the Placing Shares and the Company;

76.  it will not hold, and no Account will hold, the Joint Bookrunners or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations with investors relating to the Company and that neither the Joint Bookrunners nor any person acting on behalf of the Joint Bookrunners, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information or accepts any responsibility for any of such information;

77.  it understands that the Placing Shares are listed on the premium segment of the Official List of the FCA and traded on the main market for listed securities of the LSE, and the Company is therefore required to publish or make publicly available certain business and financial information in accordance with the rules and practices of the FCA and the LSE, and it is able to obtain or access such information without undue difficulty;

78.  it understands that no disclosure or offering document or prospectus has been prepared in connection with the Placing;

79.  it is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

80.  it acknowledges that (i) the Placing Shares are "restricted securities" (as defined in Rule 144(a)(3) under the Securities Act); (ii) the Placing Shares may not be reoffered, sold, pledged or otherwise transferred and neither it nor any Account will directly or indirectly reoffer, sell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act; and (iii) no representation is made as to the availability of the exemption provided in Rule 144 under the Securities Act or any other exemption;

81.  it agrees that so long as the Placing Shares are "restricted securities" (as defined in Rule 144(a)(3) under the Securities Act), neither it nor any Account will deposit the Placing Shares in a depositary receipt programme in the United States or for U.S. investors;

82.  it understands that if any shares are delivered to it in certificated form, the certificate to be delivered in respect of the Placing Shares will bear a legend substantially to the following effect:

"THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD TAKEN UP, EXERCISED, RESOLD, TRANSFERRED, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, ANY NATIONAL, CITIZEN OR RESIDENT OF THE UNITED STATES EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (B) TO A PERSON THAT THE SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER; (C) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 OR ANY OTHER EXEMPTION UNDER THE SECURITIES ACT OR OF ANY EXEMPTION UNDER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES FOR RESALES OF THE ORDINARY SHARES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE ORDINARY SHARES REPRESENTED HEREBY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE ORDINARY SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF ORDINARY SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";

83.  it acknowledges and agrees that the Company shall not have any obligation to recognise any offer, resale, pledge or other transfer made other than in compliance with the restrictions on transfer set out in this Announcement and that the Company may make notations on its records or give instructions to any transfer agent of the Placing Shares in order to implement such restrictions;

84.  it acknowledges that the Company, Joint Bookrunners and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties, it consents to such reliance and agrees that if any such acknowledgement, representation or warranty deemed to have been made by virtue of its purchase of Placing Shares is no longer accurate, it shall promptly notify the Company and the Joint Bookrunners; and

85.  it understands that these representations are required in connection with the laws of the United States and the states thereof.

The foregoing representations, warranties, agreements, undertakings, acknowledgements and confirmations are given for the benefit of the Company as well as each of the Joint Bookrunners and are irrevocable. Each Placee, and any person acting on behalf of the Placee, acknowledges that neither the Company nor any of the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Joint Bookrunners will be responsible and the Placees shall indemnify the Company and the Joint Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

The Company and the Joint Bookrunners are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the default or delay of that Placee or its agent.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that any Joint Bookrunner or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with such Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from such Joint Bookrunner's money in accordance with the client money rules and will be used by such Joint Bookrunner in the course of its own business and the Placee will rank only as a general creditor of such Joint Bookrunner.

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

The rights and remedies of the Joint Bookrunners and the Company under the terms and conditions set out in this Appendix 1 are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

APPENDIX 2 - DEFINITIONS

 

 

2021 AGM

the annual general meeting of the Company for 2021 convened and held on 27 May 2021.

AAV CDMO Business

the business of the manufacturing of adeno-associated virus vectors for use in gene therapy or gene editing products, which is conducted by Homology at the US-based GMP manufacturing facility and the assets and staff associated therewith.

Admission

the admission of the Firm Placing Shares and the Conditional Placing Shares to listing on the premium listing segment of the Official List and to trading on the main market for listed securities of the LSE.

Announcement Exchange Rate

the exchange rate of USD1:£0.7478 derived from Bloomberg FX Fixings Spot Exchange Rate as at 6.00 p.m. on 27 January 2021.

Bookbuild

the bookbuild process by which the Joint Bookrunners will determine demand for participation in the Placing by the Placees.

Call Option

the option of Oxford Biomedica US under the LLC Agreement, exercisable at any time following the third anniversary of completion of the Transaction, to purchase from Homology all of Homology's membership interests in Oxford Biomedica Solutions.

Conditional Placing

the conditional non-pre-emptive placing of the Conditional Placing Shares pursuant to the terms and conditions set out in Appendix I to this Announcement.

Conditional Placing Shares

a further number of new Ordinary Shares issued by the Company at the Placing Price and subscribed for pursuant to the Conditional Placing.

Contribution

the assignment and transfer to Roadrunner Solutions LLC ( which will be renamed Oxford Biomedica Solutions LLC on completion of the Transaction) of certain assets comprising the AAV CDMO Business and the assumption by R oadrunner Solutions LLC from Homology to pay, perform and discharge when due, certain liabilities related to the AAV CDMO Business.

Contribution Agreement

the contribution agreement to be entered into by Homology and Roadrunner Solutions LLC (which will be renamed Oxford Biomedica Solutions LLC on completion of the Transaction) in respect of the Contribution.

Circular

the circular to be sent by the Company to its shareholders in connection with, inter alia , the Placing and the Transaction and incorporating a notice convening the General Meeting.

CREST

the system enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear UK & International Limited.

Equity Securities Purchase Agreement

the equity securities purchase agreement between Oxford Biomedica US, the Company (solely for the purposes of guaranteeing certain obligations of Oxford Biomedica US), Homology and Roadrunner Solutions LLC pursuant to which Oxford Biomedica US has agreed to acquire an 80 per cent. ownership interest in Roadrunner Solutions LLC (which will be renamed Oxford Biomedica Solutions LLC on completion of the Transaction).

EU MAR

Market Abuse Regulation (EU) 596/2014.

EU Prospectus Regulation

Regulation (EU) 2017/1129, as amended from time to time.

FCA

the Financial Conduct Authority.

Facility

a senior secured term loan facility in an aggregate principal amount of US$85 million (£64 million), provided by funds managed by Oaktree to the Company.

Firm Placing

the firm non-pre-emptive placing of the Firm Placing Shares pursuant to the terms and conditions set out in Appendix I to this Announcement.

Firm Placing Shares

up to 4,858,410 new Ordinary Shares issued by the Company at the Placing Price and subscribed for pursuant to the Firm Placing.

FSMA

Financial Services and Markets Act (2000) (as amended).

General Meeting

the general meeting of the Company to be convened, inter alia, for the purpose of seeking authority to allot the Conditional Placing Shares and to disapply the statutory pre-emption rights in respect to such allotment.

Group

the Company and its subsidiary undertakings.

Homology

Homology Medicines Inc. (Nasdaq:FIXX)

HSR

Hart-Scott-Rodino Antitrust Improvements Act of 1976

Joint Bookrunners

Peel Hunt and WG Partners.

Listing Rules

the listing rules made by the FCA pursuant to part VI of FSMA, as revised from time to time.

LLC Agreement

the LLC agreement in relation to Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business to be entered into by Homology, Oxford Biomedica US and Oxford Biomedica Solutions, which, among other things, will set out the ongoing rights and obligations of Homology and Oxford Biomedica US with respect to the governance of Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business.

LSE or London Stock Exchange

London Stock Exchange plc.

MAR

UK MAR and any applicable provisions of EU MAR.

Novo Holdings

Novo Holdings A/S.

Oaktree

funds managed by Oaktree Capital Management, L.P.

Official List

the Official List of the FCA.

Ordinary Shares

ordinary shares of 50 pence each in the capital of the Company.

Oxford Biomedica or the Company

Oxford Biomedica plc (LSE:OXB) .

Oxford Biomedica Solutions or Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business

the Oxford Biomedica AAV Manufacturing and Innovation Business, being Roadrunner Solutions LLC, a newly incorporated US LLC entity, which will be renamed Oxford Biomedica Solutions LLC on completion of the Transaction.

Oxford Biomedica US

Oxford Biomedica (US) Inc.

Peel Hunt

Peel Hunt LLP.

Placees

relevant persons who are invited to and who choose to participate in the Placing by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others and by whom or on whose behalf a commitment to acquire Placing Shares is given.

Placing

the Firm Placing and the Conditional Placing.

Placing Agreement

the agreement between the Company and the Joint Bookrunners dated 28 January 2022 in connection with the Placing.

Placing Price

the price per Placing Share to be determined by the Company and the Joint Bookrunners following completion of the Bookbuild, which is payable to the Joint Bookrunners as agent for the Company by all Placees whose bids are successful.

Placing Shares

the Conditional Placing Shares and the Firm Placing Shares

Put Option

the option of Homology under the LLC Agreement, exercisable at any time following the third anniversary of completion of the Transaction, to require Oxford Biomedica US or Oxford Biomedica Solutions to purchase from Homology all of Homology's membership interests in Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business.

QIB

qualified institutional buyer, as defined in rule 144A under the Securities Act.

Regulation S

Regulation S under the Securities Act.

Retail Offer

the offer made by the Company on the PrimaryBid platform of the Retail Shares at the Placing Price.

Retail Shares

the new Ordinary Shares to be allotted and issued by the Company pursuant to the Retail Offer.

SEC

the US Securities and Exchange Commission.

Securities Act

the US Securities Act of 1933, as amended.

Transaction

the proposed acquisition by Oxford Biomedica US of an 80 per cent. ownership interest in Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business, pursuant to the Equity Securities Purchase Agreement.

UK or United Kingdom

the United Kingdom of Great Britain and Northern Ireland.

UK MAR

the UK version of EU MAR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.

UK Prospectus Regulation

the UK version of the Prospectus Regulation which is part of UK law. by virtue of the European Union (Withdrawal) Act 2018.

US or United States

United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction.

Vulpes

Vulpes Investment Management Pte Ltd.

WG Partners

WG Partners LLP.

 

 

 

 

1 Legal entity is Roadrunner Solutions LLC, which will be renamed Oxford Biomedica Solutions LLC on completion of the Transaction

2 Price payable by Oxford Biomedica on exercise of either option will be based on a valuation equivalent to a multiple of 5.5 times revenue attributable to Oxford Biomedica Solutions over the twelve months prior to the date of exercise. Maximum payable by Oxford Biomedica on exercise of the put/call will be capped at an amount equal to US$74.1 million (£55.4 million) resulting in the maximum consideration payable for 100 per cent. of Oxford Biomedica Solutions being approximately US$254.1 million (£190.0 million).

 

3Bloomberg consensus FY21 revenues: approximately £160 million (as at the last practicable date)

1 Legal entity is Roadrunner Solutions LLC, which will be renamed Oxford Biomedica Solutions LLC on completion of the Transaction

4Bloomberg consensus FY21 revenues: approximately £160 million (as at the last practicable date)

 

 

 

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