THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH
FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF OXFORD BIODYNAMICS PLC.
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY
(FRN 779021).
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES, CANADA OR JAPAN.
13 March 2024
OXFORD BIODYNAMICS
PLC
("Oxford" or the
"Company")
PrimaryBid
Offer
● Oxford BioDynamics PLC announces a conditional offer for
subscription of new Ordinary Shares via
PrimaryBid;
● The Issue Price for the new Ordinary
Shares is 9 pence per new
Ordinary Share, representing a discount of approximately 21 per
cent to the closing price of the Company's existing
Ordinary Shares on 12
March 2024;
● Investors can access the PrimaryBid Offer through
PrimaryBid's website and on
PrimaryBid's app;
● Investors may also be able to take part
through PrimaryBid's extensive network of retail brokers, wealth
managers and investment platforms, (subject to such partners'
participation), which includes AJ Bell, Hargreaves Lansdown and
interactive investor;
● Applications for new
Ordinary Shares through these partners can be made from tax
efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts (GIAs);
● The PrimaryBid Offer is available to both existing
shareholders and new investors;
● The new Ordinary
Shares to be issued pursuant to the PrimaryBid Offer, Subscriptions
and the Placing will be sold at the Issue Price;
● There is a minimum subscription of £250 per investor in the
PrimaryBid Offer;
● No commission will be charged by PrimaryBid on applications to
the PrimaryBid Offer.
PrimaryBid Offer
Oxford (AIM: OBD), a biotechnology
company developing precision medicine tests based on the EpiSwitch®
3D genomics platform is pleased to announce, a conditional
offer for subscription of new ordinary
shares of 1 pence each in the capital of the Company ("Ordinary Shares") via PrimaryBid (the "PrimaryBid Offer") at an issue price of 9 pence
per new Ordinary Share (the "Issue
Price"), being a discount of approximately 21 per cent
to the closing price of the Company's existing Ordinary
Shares on 12 March 2024. The Company is also
conducting a placing of new Ordinary Shares at the Issue Price by
way of an accelerated bookbuilding process (the "Placing") as announced earlier today.
The Company is further conducting direct subscriptions for new
Ordinary Shares at the Issue Price (the "Subscriptions", together with the
PrimaryBid Offer and the Placing, the "Fundraising").
The PrimaryBid Offer is conditional
on the approval by the shareholders of the Company at a General
Meeting to be held on 3 April 2024 at the Company's registered
offices. The PrimaryBid Offer is further conditional on the new
Ordinary Shares to be issued pursuant to the Fundraising being
admitted to trading on AIM ("Admission"). Admission is expected
to take place at 8.00 a.m. on 8 April
2024. The PrimaryBid Offer will not be completed
without the Placing also being completed.
The Company will use the funds
raised for working capital to support its ongoing commercial
development including:
•
investment in marketing, business development and sales &
market access activity to continue to grow orders and adoption of
the Company's two on-market laboratory developed tests, EpiSwitch
PSE and EpiSwitch CiRT;
•
operation of the Company's clinical, research and reference
laboratory facilities worldwide; and
•
pursuit of partnering / out-licensing opportunities for its two
readily deployable pipeline assets, EpiSwitch NST and EpiSwitch
SCB.
Reason for the PrimaryBid Offer
While the Placing has been
structured as a non-pre-emptive offer so as to minimise cost and
time to completion, the Company values its retail investor base and
is therefore pleased to provide retail investors with the
opportunity to participate in the PrimaryBid
Offer.
Existing shareholders and new
investors can access the PrimaryBid Offer through
PrimaryBid's website and on
PrimaryBid's app. The
PrimaryBid app is available on the UK Apple App Store and Google
Play Store.
Investors can also
participate through PrimaryBid's extensive partner network of
investment platforms, retail brokers and wealth managers, subject
to such partners' participation. Participating partners
include:
·
AJ Bell;
·
Hargreaves Lansdown; and
·
interactive investor.
Applications for new Ordinary Shares through participating
partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as GIAs. Some partners may only accept
applications from existing shareholders.
After consideration of the various
options available to it, the Company believes that the separate
PrimaryBid Offer is in the best interests of shareholders, as well
as wider stakeholders in the Company.
The PrimaryBid Offer will open to
investors resident and physically located in the United Kingdom
following the release of this Announcement. The PrimaryBid Offer is
expected to close at 8:30 p.m. on 13 March 2024 and may close early
if it is oversubscribed.
There is a minimum subscription
amount of £250 per investor in the
PrimaryBid Offer.
The Company reserves the right to
scale back any order at its discretion. The Company and PrimaryBid
reserve the right to reject any application for subscription under
the PrimaryBid Offer without giving any reason for such
rejection.
Investors who apply for
new Ordinary Shares through
PrimaryBid's website or PrimaryBid's app will not be charged any
fee or commission by PrimaryBid. It is vital to note that once an
application for new Ordinary Shares has been made and accepted via
PrimaryBid, that application cannot be withdrawn.
Investors wishing to apply
for new Ordinary Shares
through their investment platform, retail broker or wealth manager
using their ISA, SIPP or GIA should contact them for details of
their terms and conditions, process and any relevant fees or
charges.
The new Ordinary Shares to be issued
pursuant to the PrimaryBid Offer
will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid,
rank pari
passu in all respects with the new Ordinary Shares to be issued pursuant to the Placing and
the Company's existing Ordinary Shares.
For further information on
PrimaryBid, the PrimaryBid Offer or for a copy of the terms and
conditions (including the procedure for application and payment
for new Ordinary Shares)
that apply to registered users of PrimaryBid in addition to the
terms and conditions set out in this Announcement,
visit www.PrimaryBid.com
or email PrimaryBid at
enquiries@primarybid.com.
Brokers wishing to offer their
customers access to the PrimaryBid Offer and future PrimaryBid
transactions, should contact
partners@primarybid.com.
Enquiries
Oxford BioDynamics PLC
Jon Burrows, CEO
Paul Stockdale, CFO
|
+44 (0)1865 518910
|
PrimaryBid Limited
Nick Smith/James Deal
|
enquiries@primarybid.com
|
Shore Capital, Nominated Advisor
Stephane Auton, Iain
Sexton
|
+44 (0)20 7408 4090
|
Instinctif Partners,
Financial
PR
Melanie Toyne-Sewell / Rozi Morris /
Adam Loudon
|
+44 (0)20 7457 2020
OxfordBioDynamics@instinctif.com
|
Important notices
It is a term of the PrimaryBid Offer
that the aggregate value of the new Ordinary Shares available for
subscription at the Issue Price does not exceed £1,250,000 (the
"Maximum Subscription
Amount"). The Maximum Subscription Amount may be increased
at the sole and absolute discretion of the Company, subject to
applicable law and regulation. Any such increase will be notified
by way of an announcement through a Regulatory Information
Service.
The PrimaryBid Offer is offered
under the exemptions from the need for a prospectus allowed under
the FCA's Prospectus
Regulation Rules. As such, there is no need for publication of
a prospectus pursuant to the Prospectus Regulation Rules, or
for approval of the same by the Financial Conduct Authority (as
competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union
(Withdrawal) Act 2018).
The PrimaryBid Offer is not being
made into the United States, Australia, Canada, the Republic of
South Africa, Japan or any other jurisdiction where it would be
unlawful to do so.
This Announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This Announcement is not an offer of
securities for sale into the United States. The securities referred
to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States, except pursuant to an applicable exemption
from registration. No public offering of securities is being made
in the United States.
This Announcement and the
information contained herein, is restricted and is not for
publication, release or distribution, directly or indirectly, in
whole or in part, in or into Australia, Canada, the Republic of
South Africa, Japan or any other jurisdiction in which such
publication, release or distribution would be unlawful.
Further, this Announcement is for information purposes only and is
not an offer of securities in any jurisdiction.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this Announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It
should be noted that a subscription for new Ordinary Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on
www.PrimaryBid.com and the PrimaryBid app before
making a decision to subscribe for new Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the new Ordinary
Shares if they are in any doubt.
This information is provided by RNS,
the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or
visit
www.rns.com.
END