TIDMOXB
RNS Number : 7296J
Oxford Biomedica PLC
13 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.
THE PROSPECTUS WILL ALSO BE AVAILABLE ON THE COMPANY'S WEBSITE
AT: WWW.OXFORDBIOMEDICA.CO.UK.
Oxford BioMedica plc
Publication of Prospectus
Oxford, UK - 13 September 2016: Further to the announcement
published earlier today in connection with the Fundraising by
Oxford BioMedica plc ("Oxford BioMedica" or the "Company", together
with its subsidiaries, the "Group") (LSE: OXB), Oxford BioMedica
confirms that its prospectus dated 13 September 2016 (the
"Prospectus") has been approved by the UK Listing Authority.
Copies of the Prospectus will shortly be available on the
Company's website at: www.oxfordbiomedica.co.uk and free of charge
during normal business hours from Oxford BioMedica's head office at
Windrush Court, Transport Way, Oxford OX4 6LT.
The Prospectus has also been submitted to the National Storage
Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
Jefferies International Limited ("Jefferies") is acting as
Sponsor, Global Co-ordinator and Bookrunner for the Company, WG
Partners LLP ("WG Partners") and Scott Harris UK Limited ("Scott
Harris") are acting as UK Placement Agents and Roth Capital
Partners, LLC ("Roth Capital") is acting as US Placement Agent for
the Company in connection with the Fundraising.
For further information, please
contact:
Oxford BioMedica: Tel: +44 (0)1865
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
Jeremy Wiseman
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 US Securities Act of 1933, as amended (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 published today.
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 the admission of the
New Ordinary Shares to the premium listing segment of the Official
List of the FCA and to trading on the London Stock Exchange's main
market for listed securities, ("the 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.
This Announcement may contain forward-looking statements that
reflect the Group's current expectations regarding future events,
including the clinical development and regulatory clearance of the
Group's product candidates, the Group's ability to find partners
for the development and commercialisation of its product
candidates, the business of the Company, and management plans and
objectives. The Company considers any statements that are not
historical facts as "forward-looking statements". Forward-looking
statements involve risks and uncertainties. Actual events could
differ materially from those projected herein and depend on a
number of factors, including the success of the Group's research
strategies, the applicability of the discoveries made therein, the
successful and timely completion of pre-clinical and clinical
studies with respect to the Group's product candidates, the
uncertainties related to the regulatory process, the ability of the
Group to identify and agree beneficial terms with suitable partners
for the commercialisation and/or development of product candidates,
as well as the achievement of expected synergies from such
transactions, the acceptance of product candidates by consumers and
medical professionals, the successful integration of completed
mergers and acquisitions and achievement of expected synergies from
such transactions and the ability of the Group to identify and
consummate suitable strategic and business combination
transactions, the scaling-up of the Group's bioprocessing
activities and the risks described in the "Risk Factors" set out in
the Prospectus.
When used in this Announcement the words "estimate", "project",
"intend", "aim", "anticipate", "believe", "expect", "should" and
similar expressions, as they relate to the Company or the
management of the Group, are intended to identify such
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this Announcement. Neither the Company nor any
other member of the Group undertakes any obligation publicly to
update or revise any of the forward-looking statements, whether as
a result of new information, future events or otherwise, save in
respect of any requirement under applicable laws, the Listing
Rules, Prospectus Rules, Disclosure Rules and Transparency Rules
and other regulations.
No statement in this Announcement or incorporation by reference
into this Announcement is intended as a profit forecast or profit
estimate and no statement in the Prospectus should be interpreted
to mean that earnings or earnings per Ordinary Share for the
current or future financial years would necessarily match or exceed
the historical published earnings per Ordinary Share.
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
END
PDIZXLFFQKFBBBZ
(END) Dow Jones Newswires
September 13, 2016 10:07 ET (14:07 GMT)
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