16th Nov 2005 07:03
Oxford Biomedica PLC16 November 2005 IMMEDIATE RELEASE 16 NOVEMBER 2005 OXFORD BIOMEDICA ANNOUNCES UNDERWRITTEN INSTITUTIONAL PLACING AND OPEN OFFER AND INVESTMENT BY SIGMA-ALDRICH TO RAISE £30.1 MILLION Oxford, UK: 16 November 2005 - Oxford BioMedica (LSE: OXB), a gene therapycompany, announced today that it proposes to raise £30.1 million (approximately£28.0 million net of expenses) by way of a Placing and Open Offer (the "Issue")and an investment by Sigma-Aldrich (the "Subscription"), comprising an aggregateof 120.3 million new Ordinary Shares at 25 pence per share. A prospectus issued by the Company, once approved by the UK Listing Authority,containing details of the Issue and Subscription is expected to be posted toQualifying Shareholders today together with an Application Form (where relevant)and a Form of Proxy. Oxford BioMedica announced separately today that the first patient has beentreated in a second US Phase II trial with TroVax(R) in renal cell carcinoma(see separate announcement). Summary of the fundraising: • Placing and Open Offer with new and existing investors to raise £27.2million (£25.1 million net of expenses) through the issue of 108.8 million newOrdinary Shares at 25 pence per share. • Open Offer to Qualifying Shareholders on the basis of one new OrdinaryShare for every 14 existing Ordinary Shares. • The Issue is fully underwritten by Evolution Securities, the Company'ssponsor and broker. NM Rothschild & Sons acted as the Company's financialadviser. • Sigma-Aldrich, a life sciences and high technology company, willinvest £2.9 million at the Issue Price, which will involve the issue of 11.5million new Ordinary Shares, alongside the Placing and Open Offer. Thisinvestment is being made as part of a strategic alliance, announced on 20October 2005, which provides Sigma-Aldrich with an exclusive licence tocommercialise Oxford BioMedica's LentiVector(R) technology for the reagent andresearch tool market. • An EGM is expected to take place at 10 a.m. on 12 December 2005 and,assuming all Resolutions are passed, the new Ordinary Shares are expected tocommence trading on 15 December 2005. Commenting on the Issue, Professor Alan Kingsman, Oxford BioMedica's ChiefExecutive, said: "We are very pleased to have completed this Placing and OpenOffer with strong support from both our existing and new institutionalinvestors. Furthermore, we look forward to a successful relationship with ourstrategic corporate investor, Sigma-Aldrich. The new funds will enable theCompany to initiate a Phase III trial with TroVax and negotiate with commercialpartners from a position of strength. With the initiation of Phase IIIdevelopment, a product pipeline showing progress across all programmes,opportunities for commercial collaborations, and now a strengthened balancesheet, I believe that the Company can deliver significant value forshareholders." Meetings: An analyst briefing will be held at 11:00 am today. The venue for the meetingwill be Buchanan Communications, 107 Cheapside, London EC2V 6DN. Web cast: Simultaneously to the analyst briefing, there will be a live audio web cast ofthe presentation. To connect to the web cast facility, please go to the Company's website: http://www.oxfordbiomedica.co.uk/ approximately 10 minutes (10:50 am) before the startof the briefing. This will also be available for replay shortly after thepresentation. -Ends- For further information, please contact: Oxford BioMedica plc: Professor Alan Kingsman, Chief Executive Tel: +44 (0)1865 783 000 Evolution Securities: Tim Worlledge, Matthew Wood Tel: +44 (0) 20 7071 4300 NM Rothschild & Sons: Lynn Drummond, Christopher Bath Tel: +44 (0) 20 7280 5000 City/Financial Enquiries: Lisa Baderoon/ Mark Court/ Mary-Jane Johnson Mobile: 07721 413 496 Buchanan Communications Tel: +44 (0)20 7466 5000 Scientific/Trade Press Enquiries: Katja Stout/ Hannah Carter Northbank Communications Tel: +44 (0)20 7886 8150 Evolution Securities, which is regulated in the United Kingdom by the FinancialServices Authority, is acting as sponsor, broker and underwriter for OxfordBioMedica and no one else in connection with the Placing and the Open Offer andwill not be responsible to anyone other than Oxford BioMedica for providing theprotections afforded to its customers or for providing advice in relation to thePlacing and the Open Offer. Rothschild, which is regulated in the United Kingdomby the Financial Services Authority, is acting as financial adviser for OxfordBioMedica and no one else in connection with the Placing and the Open Offer andwill not be responsible to anyone other than Oxford BioMedica for providing theprotections afforded to its customers or for providing advice in relation to thePlacing and the Open Offer. This Announcement has been issued by the Company and is the sole responsibilityof the Company. It has not been independently verified by Evolution, Rothschildor any other person. This Announcement does not purport to be comprehensive orto contain all the information that a recipient may need in order to evaluatethe Company. No representation or warranty, express or implied, is given and, sofar as is permitted by law and except in the case of fraud, no responsibility orliability is accepted by any person, with respect to the accuracy orcompleteness of the Announcement or its contents or any oral or writtencommunication in connection with the Placing and the Open Offer. In particular,but without limitation, no representation or warranty is given as to theachievement or reasonableness of, and no reliance should be placed on, anyprojections, targets, estimates or forecasts contained in this Announcement. Inall cases, interested parties should conduct their own investigation andanalysis of the Company and the data contained in this Announcement. None of the new Ordinary Shares have been, nor will be, registered in the UnitedStates under the U.S. Securities Act 1933, as amended, or under the securitieslaws of Australia, Canada, the Republic of Ireland or Japan and they may not,subject to certain exceptions, be offered, sold, delivered or transferred,directly or indirectly, in or into the United States, Australia, Canada, theRepublic of Ireland or Japan or any other jurisdiction where the extension oravailability of the Placing and the Open Offer or the offer or sale of suchsecurities would breach any applicable law (together, the "ExcludedTerritories") or to, or for the account or benefit of, any national, citizen orresident of any of the Excluded Territories. This Announcement is not an offerof securities for sale in the United States and securities may not be offered orsold in the United States absent registration or an exemption from registrationunder the U.S. Securities Act of 1933, as amended. There will be no public offerof the new Ordinary Shares in the United States. This Announcement shall not constitute or form any part of any offer orinvitation to subscribe for, underwrite or otherwise acquire, or anysolicitation of any offer to purchase or subscribe for, securities including inthe United States. Any purchase of, or application for, securities in respect ofthe Placing and the Open Offer should only be made on the basis of informationcontained in the Prospectus, which is expected to be posted to shareholderslater today, and any supplement thereto. Prices and values of shares may go down as well as up and an investor may notget back the amount invested. It should be noted that past performance is noguide to future performance. Persons needing advice should consult anindependent financial adviser. Certain statements made in this Announcement are forward-looking statements.Such statements are based on current expectations and, by their nature, aresubject to a number of risks and uncertainties that could cause actual resultsand performance to differ materially from any expected future results orperformance, expressed or implied by the forward-looking statement. Theinformation and opinions contained in this Announcement are subject to changewithout notice and Oxford BioMedica assumes no responsibility or obligation toupdate publicly or revise any of the forward-looking statements containedherein. The release, publication or distribution of this Announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this Announcement is released, published or distributedshould inform themselves about and observe such restrictions. Any failure tocomply with these restrictions may constitute a violation of the securities lawsof any such jurisdiction. None of Evolution, Rothschild or the Company, northeir respective directors, officers or agents, accepts any liability to anyperson in relation to the distribution or possession of the Announcement in anyjurisdiction. OXFORD BIOMEDICA PLC ("the Company", "the Group" or " Oxford BioMedica") Proposed Placing and Open Offer of 108,800,000 New Ordinary Shares at 25p per New Ordinary Share by Evolution Securities. Subscription by Sigma-Aldrich of 11,528,041 New Ordinary Shares at 25p per New Ordinary Share Introduction Your Board announced today that it proposes to raise approximately £25.1million, net of expenses, by way of a Placing and Open Offer of, in aggregate108,800,000 New Ordinary Shares at 25 pence per Ordinary Share conditional,inter alia, upon the passing by Shareholders of the relevant requisiteResolutions at the EGM. The Issue, which has been fully underwritten byEvolution Securities, comprises 81,792,131 Placing Shares and 27,007,869 OpenOffer Shares. Qualifying Shareholders are being given the opportunity toparticipate in this fundraising by way of the Open Offer, which is being made byEvolution Securities on the Company's behalf. The Issue Price represents a discount of 16.0 per cent. to the prevailing MiddleMarket Price of 29.75 pence per Existing Ordinary Share at the close of businesson 15 November 2005, being the time of agreeing the Issue. In addition, the investment in the Subscription Shares by Sigma-Aldrich ofapproximately £2.9 million, which was announced on 20 October 2005, is beingmade at the Issue Price and will involve the issue of 11,528,041 new OrdinaryShares, conditional, inter alia, upon the passing by Shareholders of therelevant requisite Resolutions at the EGM. Information on Oxford BioMedica Oxford BioMedica is developing gene-based products for a range of unmet medicalneeds with an emphasis on oncology and neurotherapy. The Company has over 70staff based mainly in Oxford and, in addition to Oxford BioMedica (UK), it has awholly owned subsidiary, BioMedica Inc., based in San Diego, US. OxfordBioMedica has an active licensing programme for its suite of gene deliverytechnologies. This initiative has to date secured eight licensees since 2004,including Pfizer, Merck & Co, Biogen Idec and Sigma-Aldrich. Oxford BioMedicahas a broad product pipeline currently consisting of seven internal productcandidates, including two in Phase II development, TroVax(R) and MetXia(R), anda further two products in development with partners. TroVax is a novel cancer immunotherapy, which could be used to treat most solidtumours. Clinical results have shown that the product is safe and stimulates ananti-tumour immune response in the vast majority of patients. The Company plansto initiate a Phase III trial with TroVax in renal cell carcinoma during 2006.TroVax has been the subject of numerous meetings with potential commercialpartners over the past 18 months and the quality of the Phase II data and therecently developed Phase III plans have been critical in advancing currentdiscussions. MetXia is Oxford BioMedica's gene-based cancer therapeutic. Two Phase I/IItrials in various cancers and the first stage of a Phase II trial in pancreaticcancer have been successfully completed. They have shown that the product issafe and have provided anecdotal indications of efficacy. The Company plans tosecure development and commercialisation partners for the product followingsuccessful completion of the current Phase II trial. Three advanced preclinical candidates are expected to start clinical developmentduring 2006: two oncology products, partnered with Wyeth and Intervetrespectively, and the Company's lead neurotherapy product, ProSavin(R), which isa gene-based therapy for Parkinson's disease. By the end of 2006, the Company expects to have at least five products inclinical development, two of which are already the subject of commercialpartnerships. Use of proceeds of the Issue The net proceeds of the Issue and the Subscription, amounting to approximately£28.0 million, will be used to continue to fund the development of TroVax andthe other product candidates. The Board believes that the Phase II trial results for TroVax have been soencouraging that the Company's and Shareholders' interests will be best servedby proceeding straight to Phase III trials. Accordingly, the Group currentlyintends to allocate up to £16.5 million of the net proceeds of the Issue toinitiate a single Phase III trial for TroVax in renal cell carcinoma commencingin 2006. It remains the Group's intention to secure commercial partners forTroVax. The Directors believe that the commencement of this trial will becritical in maximising the value from a partner, as it allows the Company tonegotiate from a position of greater strength. The balance of the net proceeds, amounting to approximately £11.5 million, willbe used to continue to develop MetXia and the Company's lead neurotherapyproduct candidates, thereby broadening the clinical pipeline and enhancing theproduct portfolio. Priority will be given to the completion of Phase II clinicaltrial with MetXia for pancreatic cancer and the commencement of Phase I/IIclinical trials with ProSavin for Parkinson's disease and RetinoStat(R) forvision loss. In the event of securing a licensing partner for TroVax, it is likely that thepartner would be responsible for funding Phase III development, in which casethe unutilised funds raised from the Issue would be directed to the developmentof other product candidates as described above. Current trading and prospects The unaudited interim results for the six months ended 30 June 2005 werereleased on 20 September 2005. Since 30 June 2005, the Company's programmes haveprogressed in line with expectations. On 25 July 2005, the Company announced the award of a research grant, initiallyfor £350,000, to fund a key preclinical efficacy study for MoNuDin(R) and tosupport preparations for clinical trials. On 20 October 2005, the Company announced a strategic alliance withSigma-Aldrich for commercialisation of its LentiVector technology for thereagent and research tool market, which identifies Sigma-Aldrich as OxfordBioMedica's exclusive global partner in the development and marketing ofresearch products based on the LentiVector technology. Under the terms of thisagreement, the Company receives an undisclosed upfront payment, and is entitledto annual minimum payments and royalties on sales. As part of the alliance,Sigma-Aldrich undertook to invest US$5 million in new Ordinary Shares, to becompleted before 31 January 2006. Sigma-Aldrich will satisfy this obligation bysubscribing for 11,528,041 Subscription Shares at the Issue Price. On 24 October 2005, Oxford BioMedica announced another licensing agreement forits LentiVector technology with a Fortune 500 global biopharmaceutical company.Under the agreement, the Company received an undisclosed upfront payment. Details of the Issue The Issue comprises the Placing of 81,792,131 Placing Shares and the Open Offerof 27,007,869 Open Offer Shares raising, in total, approximately £25.1 million(net of expenses). Oxford BioMedica has appointed Evolution Securities, as itsagent, to invite applications from Qualifying Shareholders to acquire the OpenOffer Shares at the Issue Price under the Open Offer. Qualifying Shareholdersmay apply for Open Offer Shares on the basis of: (a) 1 Open Offer Share for every 14 Existing Ordinary Shares held by suchQualifying Shareholders and registered in their names on the Record Date, and soin proportion for any other number of Existing Ordinary Shares then held (theBasic Entitlement); and (b) further Open Offer Shares in excess of their Basic Entitlement (althoughsuch Open Offer Shares will only be allotted to the extent that the BasicEntitlements of other Qualifying Shareholders are not fully taken up). Qualifying Shareholders may apply for their Basic Entitlement or for more orless than their Basic Entitlement should they so wish. Valid applications up totheir Basic Entitlement will be accepted in full. Valid applications for morethan Qualifying Shareholders' Basic Entitlements will be treated as valid fortheir Basic Entitlements, but may be scaled down. The Company's Shareholder base currently comprises a diverse range ofShareholders, which in the opinion of the Board, would have been unlikely toprovide sufficient support for a pre-emptive issue to raise approximately £25million for the Company. In order to ensure the success of the Issue and tobroaden the institutional Shareholder base, the Board concluded that asignificant element of the Issue should be made by way of a Placing. In order to attract the necessary interest in the Placing from institutionalinvestors, the Issue Price was set at 25 pence, which represents a discount of16.0 per cent. to the Middle Market Price of 29.75 pence per Existing OrdinaryShare at the time of agreeing the Issue, being the close of business on 15November 2005. Admission Application will be made to the UK Listing Authority for admission of the NewOrdinary Shares to the Official List and to the London Stock Exchange foradmission of the New Ordinary Shares to trading on its market for listedsecurities. Subject to the Placing and Open Offer and Subscription becomingunconditional in all respects, it is expected that Admission will becomeeffective and that dealings in the New Ordinary Shares, fully paid, willcommence by no later than 8.00 a.m. on 15 December 2005. Extraordinary General Meeting An extraordinary general meeting to approve the Resolutions, to be held atoffices of Morrison & Foerster, CityPoint, One Ropemaker Street, London, EC2Y9AW, will be convened on 12 December 2005 at 10.00 a.m. Further information onthe Resolutions (which are to authorise the directors of the Company to allotand to disapply statutory pre-emption rights in respect of the New OrdinaryShares is set out in the Prospectus. Prospectus It is expected that the Prospectus, setting out full details of the Placing andthe Open Offer and containing further information on the Company, the Notice ofEGM and the Form of Proxy, will be posted to Shareholders later today, once theProspectus is approved by the UK Listing Authority and, in the case ofQualifying Shareholders, accompanied by the Application Form. Application Formswill be personal to Qualifying Shareholders and may not be transferred except tosatisfy bona fide market claims. Expected timetable of principal events the close of business onRecord Date for the Open Offer 14 November 2005 Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) 3.00 p.m. on 7 December 2005 Latest time for receipt of Application Formsand payment in full under the Open Offer 3.00 p.m. on 9 December 2005 Latest time and date for receipt of Forms ofProxy for the Extraordinary General Meeting 10.00 a.m. on 9 December 2005 Extraordinary General Meeting 10.00 a.m. on 12 December 2005 Admission and commencement of dealingsin New Ordinary Shares 8.00 a.m. on 15 December 2005 New Ordinary Shares in uncertificated form expectedto be credited to CREST stock accounts 15 December 2005 Definitive share certificates for New Ordinary Shares incertificated form expected to be despatched By 22 December 2005 Notes 1. Each of the times and dates in the above timetable is subject to change, inwhich event details of the new times and dates will be notified to the UKListing Authority, to the London Stock Exchange and, where appropriate, toshareholders. 2. References to times in this Announcement are to London time. Definitions The following definitions apply throughout this Announcement, unless the contextotherwise requires "Admission" admission of the New Ordinary Shares and the Subscription Shares to the Official List and to trading on the market for listed securities of the London Stock Exchange; "Application Form" the application form accompanying the Prospectus on which Qualifying Shareholders may apply for Open Offer Shares; "Basic Entitlement" the entitlement of Qualifying Shareholders to apply for Open Offer Shares on the basis of 1 Open Offer Share for every 14 Existing Ordinary Share held and registered in their names on the Record Date; "Board" the board of directors of the Company from time to time; "certificated" or "in certificated a share or other security which is not in uncertificatedform" form (or held in CREST); "Company" or "Oxford Oxford BioMedica plc, a company incorporated inBioMedica" England and Wales with registered number 3252665, whose registered office is at Medawar Centre, Robert Robinson Avenue, The Oxford Science Park, Oxford, OX4 4GA, United Kingdom; "CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CRESTCo Regulations operated by CRESTCo; "Director" a director of the Company; "Evolution Securities" Evolution Securities Limited; "Extraordinary General the extraordinary general meeting of the Company to beMeeting" or "EGM" convened on 12 December 2005 pursuant to the notice set out in the Prospectus, including any adjournment thereof; "Form of Proxy" the form of proxy for use at the Extraordinary General Meeting, accompanying the Prospectus; "Issue" the proposed Placing and Open Offer to holders of Existing Ordinary Shares; "Issue Price" 25 pence per New Ordinary Share and Subscription Share; "London Stock Exchange" London Stock Exchange plc or its successor(s); "New Ordinary Shares" the Placing Shares and the Open Offer Shares; "Official List" the official list of the UK Listing Authority; "Open Offer" the open offer being made by Evolution Securities, as agent for the Company pursuant and subject to the Placing and Underwriting Agreement, to Qualifying Shareholders constituting an invitation to subscribe for the Open Offer Shares (which have been conditionally placed pursuant to the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders) on the terms and subject to the conditions set out in the Prospectus and in the Application Form; "Open Offer Shares" 27,007,869 new Ordinary Shares placed pursuant to the Open Offer; "Oxford BioMedica Group" or the Company together with its subsidiaries and"the Group" subsidiary undertakings; "Ordinary Shares" the ordinary shares of 1 penny each in the capital of the Company; "Placing" the conditional placing by Evolution Securities of the New Ordinary Shares on behalf of the Company on the terms and subject to the conditions contained in the Placing and Underwriting Agreement; "Placing Shares" 81,792,131 new Ordinary Shares placed pursuant to the Placing; "Placing and Underwriting the agreement dated 16 November 2005 betweenAgreement" Evolution Securities and the Company relating to the Issue "Prospectus" the document expected to be dated 16 November 2005 and posted to Shareholders on that day comprising a prospectus relating to the Company for the purpose of the Issue, Subscription and Admission; "Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company on the Record Date (other than certain Restricted Shareholders as described the Prospectus); "Record Date" the close of business in London on 14 December 2005 in respect of the entitlements of Qualifying Shareholders under the Open Offer; "Resolutions" the resolutions to be proposed at the Extraordinary General Meeting; "Shareholders" holders of Ordinary Shares; "Sigma-Aldrich" Sigma-Aldrich Company Limited; "Subscription" the subscription by Sigma-Aldrich of Subscription Shares pursuant to the Subscription Agreement; "Subscription Shares" the 11,528,041 new Ordinary Shares to be issued to Sigma-Aldrich pursuant to the Subscription Agreement on the basis that the Placing and Underwriting Agreement becomes unconditional; "UK Listing Authority" the Financial Services Authority acting in its capacity as The competent authority for the purposes of FSMA; This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Oxford Biomedica