Result of Placing and Subscription

Released : 02 Aug 2023 07:00

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF OXFORD BIODYNAMICS PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").  UPON THE PUBLICATION OF THIS ANNOUNCEMENT SUCH INFORMATION WILL NO LONGER CONSTITUTE INSIDE INFORMATION.

OXFORD BIODYNAMICS PLC

Result of Placing and Subscription

Oxford, UK - 2 AUGUST 2023 - Oxford BioDynamics PLC (AIM: OBD, "OBD", the "Company" and, together with its subsidiaries, the "Group"), a biotechnology company developing precision medicine tests based on the EpiSwitch® 3D genomics platform, is pleased to announce that it has successfully raised gross proceeds of £5.6m pursuant to a placing, conducted via an accelerated bookbuild process (the "Placing") and through direct subscriptions (the "Subscription").

Conditionally, in aggregate, 48,120,790 new ordinary shares of 1p ("Ordinary Shares") each in the Company will therefore be issued pursuant to the Placing (the "Placing Shares") at an issue price of 11p per new Ordinary Share ("Issue Price"). The Placing comprised both a General Placing and a VCT/EIS Placing. Subscribers have conditionally subscribed for, in aggregate, 2,528,634 new Ordinary Shares (the "Subscription Shares") at the Issue Price.

In addition, retail investors are able to participate via the PrimaryBid platform (the "PrimaryBid Offer", and together with the Placing and the Subscription, the "Fundraising"). The PrimaryBid Offer remains open. Further details on the results of the PrimaryBid Offer will be announced separately.

The Placing Shares and Subscription Shares represent approximately 25.7 per cent. of the Company's issued ordinary share capital as enlarged by the Placing and Subscription.

Shore Capital and Baden Hill acted as joint brokers and bookrunners in connection with the Placing.

Admission and settlement

An application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the VCT/EIS Placing Shares will commence on 21 August 2023 and dealings in the General Placing Shares, the Subscription Shares and the PrimaryBid Shares will commence on 22 August 2023, subject to the passing of the Resolutions at the General Meeting. The Placing Shares being issued pursuant to the Placing, the Subscription Shares being issued pursuant to the Subscription and the PrimaryBid Shares being issued pursuant to the PrimaryBid Offer will, on Admission, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission and will otherwise rank pari passu in all respects with the Existing Ordinary Shares.

Director and Management Participation in the Fundraising

Through the Vulpes Life Sciences Fund and Vulpes Testudo Fund, Vulpes Investment Management (which is controlled by Non-Executive Director Stephen Diggle) has an existing interest over 19,257,847 Ordinary Shares in the Company, representing 13.1% of the Company's issued share capital as at the date of this announcement and, as such, is a substantial shareholder as defined in the AIM Rules. Vulpes Investment Management has agreed to subscribe for 9,090,909 Ordinary Shares in the Placing, bringing their aggregate holding to 28,348,756 Ordinary Shares. Accordingly, the transaction between the Company and Vulpes Investment Management is a related party transaction pursuant to Rule 13 of the AIM Rules (the "Vulpes Transaction").

The directors of the Company independent of the Vulpes Transaction (being Dr Alexandre Akoulitchev, Dr Jon Burrows, Dr David Holbrook, Paul Stockdale and Matthew Wakefield), having consulted with the Company's nominated adviser, Shore Capital, consider the terms of the Vulpes Transaction to be fair and reasonable insofar as the Company's Shareholders are concerned. 

Certain Directors and PDMRs of the Company have subscribed for a total of 726,363 Subscription Shares and 363,636 Placing Shares in aggregate. The beneficial holdings of the Directors and PDMR before and after the Fundraising are set out below:

*Paul Stockdale intends to subscribe for a further £10,000 in the PrimaryBid Offer in addition to his participation in the Placing

The independent directors of the Company (being all of the Directors other than, in each case, the Director in question) having consulted with the Company's nominated adviser, Shore Capital, consider the terms of each transaction to be fair and reasonable insofar as the Company's Shareholders are concerned.

Posting of Shareholder Circular and General Meeting

The Fundraising is conditional upon, amongst other things, the approval by the Shareholders of the Resolutions to be proposed at the General Meeting. The Resolutions must be passed by Shareholders at the General Meeting in order for the Fundraising to proceed.

A circular to Shareholders ("Circular") will be posted later today convening a general meeting of the Company to be held at 3140 Rowan Place, Oxford Business Park South, Oxford, OX4 2WB on 18 August 2023 and will be available to download on the Company's website at www.oxfordbiodynamics.com/investors.

Should Shareholders wish to ask any questions in relation to the Resolutions, they are encouraged to contact the Company prior to the General Meeting by email to the Company Secretary at [email protected] with the subject line "GM Question".

Recommendation

The Directors consider the Fundraising to be in the best interests of the Company and its Shareholders as a whole and, accordingly, unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as those Directors who hold Ordinary Shares will do in respect of their beneficial holdings amounting, in aggregate, to 26,760,929 Ordinary Shares as at 1 August 2023 (being the last practicable date prior to the date of this announcement), representing 18.2% of the Company's issued share capital prior to the issue of the New Ordinary Shares.

The Fundraising is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that, if the Resolutions are not passed at the General Meeting, then the Fundraising will not proceed.

Defined terms used but not defined in this announcement have the meanings set out in the announcement released by the Company on 1 August 2023 (the "Launch Announcement").

-Ends-

For more information:

Oxford BioDynamics Plc
Jon Burrows, CEO
Paul Stockdale, CFO

Tel: +44 (0)1865 518910

Shore Capital - Nominated Adviser and Broker
Advisory: Stephane Auton / Iain Sexton
Broking: Fiona Conroy

Tel: +44 (0)20 7408 4090

Instinctif Partners - Financial PR
Melanie Toyne-Sewell / Rozi Morris / Adam Loudon

Tel: +44 (0)20 7457 2020
[email protected]