9th Jun 2015 07:00
Oxford Pharmascience Group plc
("Oxford Pharmascience" or the "Company")
Posting of Circular
and
Notice of General Meeting
Further to the announcement of 2 June 2015, Oxford Pharmascience Group Plc (AIM: OXP), the specialty pharmaceutical company that redevelops medicines to make them better, safer and easier to take, today announces that, the Company yesterday posted to Shareholders the Circular and Notice of General Meeting required to give effect to the conditional placing to raise £20 million (before expenses) (the "Placing"). The Circular and Notice of General Meeting to be held in relation to the Placing are both available online at the Company's website, www.oxfordpharmascience.com.
The General Meeting is to be held at the offices of Fasken Martineau LLP, 17 Hanover Square, London W1S 1HU at 2.15 p.m. on 24 June 2015 (or as soon thereafter as the annual general meeting of the Company convened for the same date and place has concluded or been adjourned). The Directors unanimously recommend that Shareholders vote in favour of the Resolutions being proposed at the General Meeting.
The Placing is being structured in two tranches and will compromise placings at the Placing Price of (i) up to 42,915,00 placing shares (the "First Placing Shares"); and (ii) the remaining 157,085,00 placing shares (the "Second Placing Shares"), together (the "Placing Shares"). The expected timetable of principal events is as follows:
Event | Time / Date |
Posting of Circular /Notice of Meeting | Monday 8 June 2015 |
General Meeting | 2.15 p.m. on Wednesday 24 June 2015 |
Admission of the First Placing Shares | 8 a.m. on Thursday 25 June 2015 |
Admission of the Second Placing Shares | 8 a.m. on Friday 26 June 2015 |
The Company confirms that, since the announcement of the Placing on 2 June, it has received provisional clearance from HM Revenue and Customs in relation to the continuing eligibility of the Company's shares for VCT investment purposes and the issue of the First Placing Shares is expected to proceed as planned.
As previously announced, the participation by Woodford Investment Management LLP ("Woodford") in the Placing was conditional, in respect of that part of its participation which would result in it acquiring shares in the Company in excess of the mandatory offer threshold of 30%, upon the Panel on Takeovers and Mergers (the "Panel") granting a waiver from the requirement for Woodford to make a Rule 9 Offer, being a general offer to be made in accordance with Rule 9 of the Takeover Code,in respect of the acquisition of such number of shares as would result in Woodford holding shares in excess of the mandatory bid threshold set out in the Takeover Code (a "Rule 9 Waiver"). Having received written confirmation (in the form required by the Panel) from independent shareholders in the Company (being shareholders other than Woodford and parties acting in concert with it and excluding participants in the Placing), representing over 50% of the independent voting rights in the Company's shares, the Panel has granted the Rule 9 Waiver and a dispensation from the the requirement for it to be approved by independent shareholders at the General Meeting. Accordingly and assuming completion of the Placing, Woodford will increase its holding in the Company from 301,597,920 to 401,597,920 ordinary shares, representing 29.99% to 33.31% of the issued share capital before and after the Placing respectively. Further information on the Rule 9 Waiver can be found in the Circular available on the Company's website.
The Placing remains conditional upon approval by Shareholders of the Resolutions to allot/issue the Placing Shares and to issue them on a non pre-emptive basis, and upon Admission taking place.
Marcelo Bravo, Chief Executive Officer, commented:
"The Board of Oxford Pharmascience is very pleased with the level of support for the Placing shown by existing and new institutional and other investors and is unanimously recommending that shareholders vote in favour of the resolutions being proposed at the General Meeting.
"The Company looks forward to receiving data from its ongoing proof of concept studies for OXPzeroTM Naproxen in Q2/ early Q3 and the chewable formulation of its OXPzeroTM Ibuprofen product in late Q3/ early Q4."
For further information:
Oxford Pharmascience Group Plc |
|
Marcelo Bravo, Chief Executive | +44 20 7554 5875 |
|
|
N+1 Singer (Nominated Adviser & Broker) |
|
Aubrey Powell/Jen Boorer | +44 20 7496 3000 |
About Oxford Pharmascience Group Plc
Oxford Pharmascience Group Plc uses a range of proprietary technology platforms to re-develop existing medicines to make them better, safer or easier to take. The Company does not manufacture or sell its own pharmaceutical products direct to consumers but instead seeks to license its technologies and dossiers to a network of partners, mainly leading pharmaceutical companies with Rx (prescription) and OTC (Over the Counter) branded portfolios.
Oxford Pharmascience Group Plc focuses on existing medicines that are proven to be safe and effective but nevertheless still have associated issues and side effects often affecting compliance. By working with such medicines the Company is able to develop new innovative products for a fraction of the cost, in much quicker timescales and without the high risk of failure associated with developing new drugs.
Related Shares:
ABA.L