Oxford Biomedica PLC Result of General Meeting and Directors Dealing (2258L)

TIDMOXB

RNS Number : 2258L

Oxford Biomedica PLC

29 September 2016

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, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

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 PLACING, SUBSCRIPTION AND RELATED PARTY TRANSACTION (THE "FUNDRAISING") 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 TODAY. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM OXFORD BIOMEDICA'S HEAD OFFICE AT WINDRUSH COURT, TRANSPORT WAY, OXFORD OX4 6LT.

THE SECURITIES DISCUSSED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. 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 INT TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PROPOSED FUNDRAISING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

Oxford BioMedica Result of General Meeting and Directors Dealing

London, UK - 29 September 2016: Oxford BioMedica plc ("Oxford BioMedica" or "the Group") (LSE: OXB), a leading gene and cell therapy group, announces, in accordance with Listing Rule 9.6.18, that all resolutions proposed at its General Meeting, held today in London, were duly passed.

The full text of all the resolutions can be viewed in the Notice of Meeting by visiting the Group's website at www.oxfordbiomedica.co.uk (located on pages 153 to 155 of the prospectus dated 13 September 2016).

Certified copies of the document setting out the above resolutions passed at this General Meeting have been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

The results of the proxy voting in advance of the meeting are shown below. On the 12 September 2016) there were 2,703,806,022 1 pence ordinary shares in issue, each carrying one vote per share.

 
 Resolution       Votes            Votes           Votes        Votes        Votes          Total       Result 
                    For         at Chairman's        at        Against      Withheld        votes 
                                 Discretion        other                                     cast 
                                                   proxy 
                                                 Discretion 
-----------  ---------------  ---------------  ------------  ----------  ------------  --------------  ------- 
                 Ordinary 
                resolutions 
     1         1,387,198,975      448,954        5,504,000    8,776,212    2,825,351    1,401,928,141   Passed 
     2         1,387,621,067      449,989        5,504,000    8,299,192    2,879,244    1,401,874,248   Passed 
                  Special 
                 resolution 
     3         1,387,150,807      584,793        5,504,000    8,634,618    2,879,274    1,401,874,218   Passed 
                 Ordinary 
                 resolution 
     4          911,439,072       466,032        5,504,000    8,508,723   478,835,665    925,917,827    Passed 
-----------  ---------------  ---------------  ------------  ----------  ------------  --------------  ------- 
 

In addition, following the proposed fundraising announced on 13 September 2016, the table below details the number of Ordinary Shares now beneficially held by the Directors and their connected persons in the share capital of the Company:

 
      Name of             Title             Number of            Number of              Percentage 
      Director                               Ordinary             Ordinary               of issued 
                                         Shares Purchased    Shares beneficially         ordinary 
                                                              held immediately      shares beneficially 
                                                                  following          held immediately 
                                                                  Admission              following 
                                                                                         Admission 
------------------  -----------------  ------------------  ---------------------  --------------------- 
 Lorenzo             Non-executive 
  Tallarigo           Chairman              1,000,000            1,354,847                0.04% 
------------------  -----------------  ------------------  ---------------------  --------------------- 
                     Chief Executive 
 John Dawson          Officer                666,666             3,925,685                0.13% 
------------------  -----------------  ------------------  ---------------------  --------------------- 
                     Chief Financial 
 Tim Watts            Officer               1,000,000            7,395,124                0.24% 
------------------  -----------------  ------------------  ---------------------  --------------------- 
                     Chief Business 
 Peter Nolan          Officer                266,666             1,668,634                0.05% 
------------------  -----------------  ------------------  ---------------------  --------------------- 
                     Non-executive 
 Andrew Heath         Director               200,000             1,500,000                0.05% 
------------------  -----------------  ------------------  ---------------------  --------------------- 
                     Non-executive 
 Martin Diggle(1)     Director             100,000,000          575,850,000               18.65% 
------------------  -----------------  ------------------  ---------------------  --------------------- 
                     Non-executive 
 Stuart Henderson     Director               333,333              333,833                 0.01% 
------------------  -----------------  ------------------  ---------------------  --------------------- 
 

(1) Includes interests of Vulpes Life Sciences Fund and Vulpes Testudo Fund and the Related Party Subscription

Application has been made by the Company to the UK Listing Authority and the London Stock Exchange for 383,371,665 Ordinary Shares of 1 pence each in the Company to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to be traded on the main market of the London Stock Exchange. The shares will be issued fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of 1 pence each in the Company. It is expected that admission of the shares will become effective at 8.00 a.m. on 4 October 2016, and that dealings will commence at that time.

- Ends -

 
  For further information, please 
   contact: 
  Oxford BioMedica:                         Tel: [phone] 
   John Dawson, Chief Executive              783 000 
   Officer 
   Tim Watts, Chief Financial Officer 
 Jefferies (Sponsor, Global Co-Ordinator   Tel: +44 (0)20 
  and Bookrunner)                           7029 8000 
  Gil Bar-Nahum 
  Simon Hardy 
  Lee Morton 
  Max Jones 
  Nicholas Moore 
 WG Partners (UK Placement Agent)          Tel: +44(0)20 
  David Wilson                              3705 9330 
  Claes Spång 
 Scott Harris UK Limited (UK Placement     Tel: +44 (0) 20 
  Agent)                                    7653 0030 
  Alice Squires 
  Jamie Blewitt 
 
 Financial and corporate communications     Tel: +44 (0)20 
  enquiries:                                 3709 5700 
  Consilium Strategic Communications 
  Mary-Jane Elliott/Matthew Neal/Chris 
  Welsh/Laura Thornton 
 

IMPORTANT NOTICE

This Announcement and the information contained in this Announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement does not constitute or form part of any offer or any solicitation to purchase or subscribe for securities in the United States.

The securities referred to herein have not been, and will not be, registered under the Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly within, into or in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offer of securities in the United States.

The New Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan or South Africa. There will be no public offering of the New Ordinary Shares in Australia, Canada, Japan or South Africa or elsewhere.

This Announcement has been issued by, and is the sole responsibility, of the Company. This Announcement is not an offer to sell nor a solicitation to buy any securities in any jurisdiction, nor is it a prospectus for the purposes of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU, to the extent implemented in the relevant member state) (the "Prospectus Directive") 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.

This Announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom ("FSMA"). To the extent that this Announcement does constitute an inducement to engage in any investment activity included within this Announcement, it is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive; (B) if in the United Kingdom, persons 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 are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order; and (ii) are "qualified investors" as defined in section 86 of FSMA; and (C) otherwise, to persons to whom it may otherwise be lawful to communicate it to (each a "Relevant Person"). No other person should act or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement you represent and agree that you are a Relevant Person.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as Sponsor, Global Co-Ordinator and Bookrunner and no-one else in relation to the Fundraising or Admission, and, will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising or Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Fundraising or Admission, or any other transaction or arrangement referred to in this Announcement and, apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies by FSMA or the regulatory regime established thereunder, Jefferies accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Announcement, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by, on behalf of it, the Company, the Directors or any other person, in connection with the Company, the Fundraising or Admission. Jefferies and its directors, officers, employees, advisors and affiliates each accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement or any such statement.

WG Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company as UK Placement Agent and no-one else in relation to the Fundraising or Admission, and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising or Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WG Partners nor for providing advice in relation to the Fundraising or Admission or any other transaction or arrangement referred to in this Announcement and, apart from the responsibilities and liabilities, if any, which may be imposed on WG Partners by FSMA or the regulatory regime established thereunder, WG Partners accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Announcement, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by, on behalf of it, the Company, the Directors or any other person, in connection with the Company, the Fundraising or Admission. WG Partners and its directors, officers, employees, advisors and affiliates each accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement or any such statement.

Scott Harris, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company as UK Placement Agent and no-one else in relation to the Fundraising or Admission, and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraising or Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Scott Harris nor for providing advice in relation to the Fundraising or Admission or any other transaction or arrangement referred to in this Announcement and, apart from the responsibilities and liabilities, if any, which may be imposed on Scott Harris by FSMA or the regulatory regime established thereunder, Scott Harris accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this Announcement, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by, on behalf of it, the Company, the Directors or any other person, in connection with the Company, the Fundraising or Admission. Scott Harris and its directors, officers, employees, advisors and affiliates each accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of this Announcement or any such statement.

Roth Capital, which is authorised in the US by the Financial Industry Regulatory Authority ("FINRA"), is acting exclusively for the Company as US Placement Agent and no-one else in relation to the Fundraising and Admission, will not regard any other person (whether or not a recipient of the Announcement) as a client in relation to the Fundraising or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Roth Capital nor for providing advice in relation to the Fundraising or any other transaction or arrangement referred to in the Announcement and, apart from the responsibilities and liabilities, if any, which may be imposed on Roth Capital by FINRA or any other US regulatory authority, Roth Capital accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of the Announcement, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by, or on behalf of, it, the Company, the Directors or any other person, in connection with the Company, the Fundraising or Admission. Roth Capital and its directors, officers, employees, advisors and affiliates each accordingly disclaims all and any liability, whether arising in tort, contract or otherwise, which it might otherwise be found to have in respect of the Announcement or any such statement.

Save where expressly stated otherwise, neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website is incorporated into, or forms part of, this Announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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September 29, 2016 07:27 ET (11:27 GMT)