Last checked at 3 Apr 2024 12:57
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF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.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION OF THE CIRCULAR TO SHAREHOLDERS OF THE COMPANY DATED 14 MARCH 2024.
Oxford BioDynamics PLC
("OBD" or the "Company" and, together with its subsidiaries, the "Group")
Result of General Meeting
Director/PDMR Dealings
3 April 2024 - Oxford BioDynamics PLC (AIM: OBD), a biotechnology company developing precision medicine tests based on the EpiSwitch® 3D genomics platform announces that both resolutions proposed at the General Meeting of the Company, held earlier today, were duly passed.
Further to the passing of the resolutions at the General Meeting, application has been made for 18,234,454 new Ordinary Shares (comprising the VCT/EIS Placing Shares to be issued pursuant to the Placing) to be admitted to trading on AIM ("VCT/EIS Admission"). Application has also been made for 91,317,781 new Ordinary Shares (comprising the General Placing Shares, the Subscription Shares and the PrimaryBid Shares to be issued pursuant to the Placing, the Subscriptions and the PrimaryBid Offer) to be admitted to trading on AIM ("General Admission").
It is expected that VCT/EIS Admission will take place, and trading in the VCT/EIS Placing Shares will commence, at 8.00 a.m. on 5 April 2024 and that General Admission will take place, and trading in the General Placing Shares, the Subscription Shares and the PrimaryBid Shares will commence at 8.00 a.m. on 8 April 2024.
Following VCT/EIS Admission, the Company's issued ordinary share capital and total voting rights will consist of 220,537,869 Ordinary Shares. Following General Admission, the Company's issued ordinary share capital and total voting rights will consist of 311,855,650 Ordinary Shares. These figures should be used by shareholders as the denominator for the calculation by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The total New Ordinary Shares subscribed for pursuant to the Placing, the Subscriptions and the PrimaryBid Offer by the Directors and PDMRs who are participating in the Fundraising, are set out below:
Director/PDMR | Existing beneficial shareholding | Fundraising Shares | Beneficial shareholding following the Fundraising | Shareholding as a percentage of the Enlarged Share Capital |
Dr Alexandre Akoulitchev | 6,603,082 | 333,333 | 6,936,415 | 2.22% |
Dr Jon Burrows | 700,000 | 388,888 | 1,088,888 | 0.35% |
Stephan Diggle1 | 27,431,756 | 2,222,222 | 29,653,978 | 9.51% |
Thomas Guiel | 365,000 | 258,888 | 623,888 | 0.20% |
Dr Ewan Hunter | 136,363 | 55,555 | 191,918 | 0.06% |
Paul Stockdale | 331,818 | 166,666 | 498,484 | 0.16% |
Matthew Wakefield2 | 1,022,727 | 277,777 | 1,300,504 | 0.42% |
1 Stephen Diggle's beneficial shareholding is held through the Vulpes Life Sciences Fund and Vulpes Testudo Fund, which are controlled by him.
2 Matthew Wakefield's beneficial shareholding includes shares owned by his wife, Mrs Carla Wakefield.
Following on from the Company's announcement on 13 March 2024, Baden Hill, a related party of the Company, will receive commission of £167,135 in relation to their role as joint broker on the Fundraising.
Director/PDMR Dealings
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Matthew Wakefield | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chairman | ||||
b) | Initial notification /Amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Oxford BioDynamics Plc | ||||
b) | LEI | 2138005Y1TK258O5U928 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
b) | Nature of the transaction | Purchase | ||||
c)
| Price(s) and volume(s) |
| ||||
d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
e) | Date of the transaction | 3 April 2024 | ||||
f) | Place of the transaction | Off market | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Dr Jon Burrows | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Executive Officer | ||||
b) | Initial notification /Amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Oxford BioDynamics Plc | ||||
b) | LEI | 2138005Y1TK258O5U928 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
b) | Nature of the transaction | Purchase | ||||
c)
| Price(s) and volume(s) |
| ||||
d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
e) | Date of the transaction | 3 April 2024 | ||||
f) | Place of the transaction | Off market | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Dr Alexandre Akoulitchev | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Scientific Officer | ||||
b) | Initial notification /Amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Oxford BioDynamics Plc | ||||
b) | LEI | 2138005Y1TK258O5U928 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
b) | Nature of the transaction | Purchase | ||||
c)
| Price(s) and volume(s) |
| ||||
d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
e) | Date of the transaction | 3 April 2024 | ||||
f) | Place of the transaction | Off market | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Paul Stockdale | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Financial Officer | ||||
b) | Initial notification /Amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Oxford BioDynamics Plc | ||||
b) | LEI | 2138005Y1TK258O5U928 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
b) | Nature of the transaction | Purchase | ||||
c)
| Price(s) and volume(s) |
| ||||
d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
e) | Date of the transaction | 3 April 2024 | ||||
f) | Place of the transaction | Off market | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Vulpes Investment Management (a PCA of Stephen Diggle) through Vulpes Testudo Fund | ||||
2 | Reason for the notification | |||||
a) | Position/status | Person closely associated with Non-Executive Director | ||||
b) | Initial notification /Amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Oxford BioDynamics Plc | ||||
b) | LEI | 2138005Y1TK258O5U928 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
b) | Nature of the transaction | Purchase | ||||
c)
| Price(s) and volume(s) |
| ||||
d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
e) | Date of the transaction | 3 April 2023 | ||||
f) | Place of the transaction | Off market | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Thomas Guiel | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Operating Officer | ||||
b) | Initial notification /Amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Oxford BioDynamics Plc | ||||
b) | LEI | 2138005Y1TK258O5U928 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
b) | Nature of the transaction | Purchase | ||||
c)
| Price(s) and volume(s) |
| ||||
d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
e) | Date of the transaction | 3 April 2024 | ||||
f) | Place of the transaction | Off market | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Dr Ewan Hunter | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Data Officer | ||||
b) | Initial notification /Amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Oxford BioDynamics Plc | ||||
b) | LEI | 2138005Y1TK258O5U928 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary Shares of 1p par value each
ISIN: GB00BD5H8572 | ||||
b) | Nature of the transaction | Purchase | ||||
c)
| Price(s) and volume(s) |
| ||||
d)
| Aggregated information - Aggregated volume - Price | N/A | ||||
e) | Date of the transaction | 3 April 2024 | ||||
f) | Place of the transaction | Off market | ||||
For further details please contact:
Oxford BioDynamics PLC Jon Burrows, CEO Paul Stockdale, CFO
| +44 (0)1865 518910 |
Shore Capital - Nominated Adviser and Joint Broker Advisory: Stephane Auton / Iain Sexton Broking: Fiona Conroy
| +44 (0)20 7408 4090 |
Baden Hill (a trading name for Northland Capital Partners Limited) - Joint Broker Alex Schlich
| +44 (0)20 3951 8907 |
WG Partners - Joint Broker David Wilson / Claes Spång / Sateesh Nadarajah / Erland Sternby
| +44 (0)20 3705 9330 |
Instinctif Partners | Tel: +44 (0)20 7457 2020 |
Melanie Toyne-Sewell / Jack Kincade
| OxfordBioDynamics@instinctif.com |
Notes for Editors
About Oxford BioDynamics Plc
Oxford BioDynamics Plc (AIM: OBD) is a global biotechnology company, advancing personalized healthcare by developing and commercializing precision medicine tests for life-changing diseases.
Its flagship products are the EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) and EpiSwitch® PSE (EpiSwitch Prostate Screening test) blood tests. CiRT is a predictive immune response profile for immuno-oncology (IO) checkpoint inhibitor treatments, launched in February 2022. PSE is a blood test that boosts the predictive accuracy of a PSA test from 55% to 94% when testing the presence or absence of prostate cancer, which was launched in the US and UK in September 2023.
In March 2021, the Company launched its first commercial prognostic test, EpiSwitch® CST (Covid Severity Test) and the first commercially available microarray kit for high-resolution 3D genome profiling and biomarker discovery, EpiSwitch® Explorer Array Kit, which is available for purchase by the life science research community.
The Company's product portfolio is based on a proprietary 3D genomic biomarker platform, EpiSwitch®, which can build molecular diagnostic classifiers for the prediction of response to therapy, patient prognosis, disease diagnosis and subtyping, and residual disease monitoring in a wide range of indications.
Oxford BioDynamics has participated in more than 40 partnerships with big pharma and leading institutions including Pfizer, EMD Serono, Genentech, Roche, Biogen, Mayo Clinic, Massachusetts General Hospital and Mitsubishi Tanabe Pharma.
The Company has created a valuable technology portfolio, including biomarker arrays, molecular diagnostic tests, bioinformatic tools for 3D genomics and an expertly curated 3D genome knowledgebase comprising hundreds of millions of data points from over 15,000 samples in more than 30 human diseases.
OBD is headquartered in Oxford, UK and is listed on AIM of the London Stock Exchange. It also has a commercial office in Gaithersburg and a clinical laboratory in Frederick, MD, USA, and a reference laboratory in Penang, Malaysia.
For more information, please visit the Company's website, www.oxfordbiodynamics.com, or follow OBD on Twitter (@OxBioDynamics) and LinkedIn.