THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED FIRM PLACING AND OPEN OFFER OR OTHERWISE. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW ORDINARY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION IN THE PROSPECTUS EXPECTED TO BE PUBLISHED IN DUE COURSE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM OXFORD BIOMEDICA’S HEAD OFFICE AT MEDAWAR CENTRE, ROBERT ROBINSON AVENUE, THE OXFORD SCIENCE PARK, OXFORD, OX4 4GA
THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES.
PROPOSED FIRM PLACING OF £11 MILLION AND OPEN OFFER OF UP TO £5 MILLION
Oxford BioMedica plc (“Oxford BioMedica” or the “Company”) (LSE: OXB) the leading gene-based biopharmaceutical company, is pleased to announce that it intends to raise gross proceeds of up to £16 million (approximately £14.5 million net of expenses) through the issue of up to 641,037,353 new ordinary shares of 1 pence each (“New Ordinary Shares”) through a firm placing and open offer at 2.5 pence per New Ordinary Share (the “Issue Price”).
- It is intended that 440,000,000 New Ordinary Shares will be issued through the firm placing (the “Firm Placing”) to raise gross proceeds of £11.0 million and up to 201,037,353 New Ordinary Shares will be issued through the open offer (the “Open Offer”) to raise up to £5.0 million (together the “Placing and Open Offer”). The Firm Placing has been underwritten by Singer Capital Markets.
- The Issue Price of 2.5 pence represents an 11.1 per cent. premium to the closing price of 2.25 pence per ordinary share on 28 June 2012 (being the last business day prior to the date of this announcement).
- The Placing and Open Offer is subject to Shareholder approval and a prospectus incorporating a notice of general meeting (the “Prospectus”) is expected to be approved by the UK Listing Authority and posted to shareholders on or around 5 July 2012. It is expected that the general meeting of the Company (the “General Meeting”) will be held on or around 23 July 2012.
The principal purpose of the Firm Placing and Open Offer is to continue to develop the Company’s proprietary LentiVector® gene delivery technology in order to maximise the potential of its high reward LentiVector® platform products, particularly the ophthalmology portfolio. The Directors’ growth strategy is to build a financially self-sustaining company focused on high value, fast growing markets such as ophthalmology. The Directors aim to leverage the value of the Company’s products and intellectual property through strategic partnerships whilst seeking to retain a financial interest in the successful commercialisation of products that utilise its technologies. In addition to organic growth, the Directors remain alert to external opportunities for strategic and well-conceived corporate activity as a means to accelerate profitability.
John Dawson, Chief Executive Officer at Oxford BioMedica, said: “Thanks to the support from existing and new shareholders, today’s proposed fundraising will allow us to continue building our proprietary LentiVector® gene delivery technology. Our goal is to create a financially self-sustaining company focused on high value, fast growing markets, such as ophthalmology, and the LentiVector® platform provides a solid foundation from which to develop high reward products. The success of our ophthalmology portfolio to date, supported by our newly approved LentiVector® platform GMP manufacturing facility, demonstrates our ability to deliver organic growth and we continue to review opportunities for future corporate activity which could expedite profitability.”
Commenting on the Firm Placing and Open Offer, Nick Rodgers, Chairman of Oxford BioMedica, said: “I am delighted that investors, particularly our two largest and long-standing shareholders, have provided substantial backing for the Oxford BioMedica management team and the Board’s growth strategy. I believe the support we have received, together with the expectation of strong news flow, underline Oxford BioMedica’s future commercial prospects and look forward to continued progress.”
- The proceeds will be used to continue to develop Oxford BioMedica’s LentiVector® platform infrastructure in particular to build on its growing ophthalmology portfolio. Ophthalmology is a high growth market estimated to be worth €13.4 billion in 2011, increasing to €16 billion worldwide by 2016 (source: Visiongain). Oxford BioMedica currently has four ocular products in a revenue-generating partnership with Sanofi, three of which are in Phase I/II clinical trials.
- On 29 June 2012, Oxford BioMedica announced that Sanofi has elected to exercise its options to acquire two exclusive worldwide licenses for the Company’s ocular products StarGen™ and UshStat® for a total option payment of $3 million. The options give Sanofi the right to enter into further development and commercialisation agreements for StarGen™ and UshStat®. The option exercise supports Oxford BioMedica’s relationship with Sanofi and further validates the LentiVector® platform.
- Outside of the agreement with Sanofi, there are currently two additional ocular programmes; one for glaucoma which is in pre-clinical development, and another for uveitis which is at the research stage. Oxford BioMedica plans to progress Glaucoma-GT and Uveitis-GT towards clinical development with the opportunity to out-license both assets for later-stage development.
- The Company is also pursuing initiatives to secure future funding, over and above the Firm Placing and Open Offer, for ProSavin® and TroVax®, and its technology, via non-dilutive grants, collaborations and strategic alliances with commercial, academic and clinical groups.