12th Dec 2005 11:24
Oxford Biomedica PLC12 December 2005 IMMEDIATE RELEASE 12 DECEMBER 2005 OXFORD BIOMEDICA ANNOUNCES RESULT OF EXTRAORDINARY GENERAL MEETING Oxford, UK: 12 December 2005 - Oxford BioMedica (LSE: OXB) announced today thatat its Extraordinary General Meeting ("EGM"), held today in London, allresolutions were duly passed. The resolutions put to shareholders approve thefully underwritten Placing and Open Offer (the "Issue") and an investment bySigma-Aldrich (the "Subscription"), announced on 16 November 2005, to raise£30.1 million (approximately £28.0 million net of expenses). Pursuant to theIssue and the Subscription, an aggregate of 120,328,041 new Ordinary Shares willbe issued at 25 pence per share. The Placing and Open Offer comprised 108,800,000 new Ordinary Shares. QualifyingShareholders were invited to participate in the Issue by way of the Open Offerof up to 27,007,869 of these new Ordinary Shares on the basis of 1 Open OfferShare for every 14 Existing Ordinary Shares held on the Record Date and so inproportion to any number of Existing Ordinary Shares then held and such furthernumbers in excess of their Basic Entitlement as could be satisfied, to theextent that other Qualifying Shareholders did not take up their BasicEntitlement. The Open Offer closed at 3.00 p.m. on 9 December 2005, by which time validapplications had been received in respect of 21,752,507 Open Offer Shares,representing approximately 80.54 per cent. of the Open Offer Shares availableunder the Open Offer. The remaining 5,255,362 Open Offer Shares and the81,792,131 Placing Shares will now be subscribed for by institutional and otherinvestors with whom they were placed in terms of the Placing Agreement. Sigma-Aldrich (NASDAQ: SIAL), a life sciences company, has invested £2.9 millionat the Issue Price, by subscribing for 11,528,041 new Ordinary Shares, alongsidethe Placing and Open Offer. This investment is being made as part of a strategicalliance, announced on 20 October 2005, which provides Sigma-Aldrich with anexclusive licence to commercialise Oxford BioMedica's LentiVector(R) technologyfor the reagent and research tool market. The Placing and Open Offer and the Subscription remain conditional uponadmission of the New Ordinary Shares and the Subscription Shares to the OfficialList of the UK Listing Authority and to trading on the London Stock Exchange'smarket for listed securities ("Admission"). It is expected that Admission anddealings in the New Ordinary Shares and the Subscription Shares will commence on8.00 a.m. on 15 December 2005. CREST stock accounts are expected to be credited on 15 December 2005 in respectof New Ordinary Shares to be held in uncertificated form and definitive sharecertificates in respect of New Ordinary Shares to be held in certificated formare expected to be posted, where applicable, by 22 December 2005. Including the net proceeds from the Placing and Open Offer and the Subscription,the Company's pro-forma net cash balance at 30 June 2005 was approximately £47million. Unless the context provides otherwise, words and expressions defined in theprospectus sent to Shareholders dated 16 November 2005 shall have the samemeanings in this announcement. Commenting on the results of the EGM, Professor Alan Kingsman, OxfordBioMedica's Chief Executive, said: "We are very pleased to have completed thisPlacing and Open Offer with strong support from both our existing and newinvestors. 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, our lead cancerimmunotherapy, and negotiate with commercial partners from a position ofstrength." Professor Kingsman continued: "Discussions with the FDA regarding our plans forTroVax development have been helpful and encouraging. On advice from the FDA,the Company plans to submit an application for a Special Protocol Assessment inearly 2006. This will be a Phase III randomised survival study comparing TroVaxto placebo in approximately 700 patients with metastatic renal cancer.Recruitment is scheduled to begin in August 2006 and the data are expected tosupport registration for this first indication in 2009. We look forward toworking with the FDA on the Special Protocol Assessment. This process and thestart of the Phase III trial represent significant milestones for OxfordBioMedica." "TroVax is now a Phase III product, MetXia is in Phase II development forpancreatic cancer and a further three products are expected to enter clinicaldevelopment in 2006. With the 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." -Ends- For further information, please contact: Oxford BioMedica plc: Tel: +44 (0)1865 783 000Professor Alan Kingsman, Chief Executive Evolution Securities: Tel: +44 (0) 20 7071 4300Tim Worlledge, Matthew Wood NM Rothschild & Sons: Tel: +44 (0) 20 7280 5000Lynn Drummond, Christopher Bath City/Financial Enquiries: Tel: +44 (0)20 7466 5000Lisa Baderoon/ Mark Court/ Mary-Jane Johnson Buchanan Communications Scientific/Trade Press Enquiries: Tel: +44 (0)20 7886 8150Katja Stout/ Hannah CarterNorthbank Communications 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. Notes to editors 1. Oxford BioMedicaOxford BioMedica (LSE: OXB) is a biopharmaceutical company specialising in thedevelopment of novel gene-based therapeutics with a focus on the areas ofoncology and neurotherapy. The Company was established in 1995 as a spin outfrom Oxford University, and is listed on the London Stock Exchange. Oxford BioMedica has core expertise in gene delivery, as well as in-houseclinical, regulatory and manufacturing know-how. In oncology, the pipelineincludes an immunotherapy and a gene therapy in multiple Phase II trials, and apreclinical targeted antibody therapy in collaboration with Wyeth. Inneurotherapy, the Company's lead product is a gene therapy for Parkinson'sdisease, which is expected to enter clinical trials in 2006, and four furtherpreclinical candidates. The Company is underpinned by over 80 patent families,which represent one of the broadest patent estates in the field. The Company has a staff of approximately 70 split between its main facilities inOxford and its wholly owned subsidiary, BioMedica Inc, in San Diego, California.Oxford BioMedica has corporate collaborations with Wyeth, Intervet,Sigma-Aldrich, Viragen, MolMed and Kiadis; and has licensed technology to anumber of companies including Merck & Co, Biogen Idec and Pfizer.Further information is available at www.oxfordbiomedica.co.uk This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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