Oxford Biomedica Regulatory News (OXB)

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, 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 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 IN OXFORD BIOMEDICA PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OXFORD BIOMEDICA PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

28 January 2022

OXFORD BIOMEDICA PLC

("Oxford Biomedica" or the "Company")

Retail Offer by PrimaryBid

Oxford Biomedica plc (LON: OXB), a leading cell and gene therapy group, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "Retail Offer") of new ordinary shares of 50 pence each in the capital of the Company ("Retail Offer Shares").

The Company has also announced today that it has entered into an agreement with Homology Medicines, Inc. (Nasdaq: FIXX) ("Homology"), pursuant to which Oxford Biomedica (US) Inc. ("Oxford Biomedica US") will acquire an 80 per cent. ownership interest in a newly formed AAV focused manufacturing and innovation business, Oxford Biomedica Solutions LLC ("Oxford Biomedica Solutions" or "Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business"), at an implied pre-money Enterprise Value of approximately US$175 million (£131 million) (the "Transaction").

In addition, the Company has also announced today that it proposes to raise total gross proceeds of approximately £80 million (gross) pursuant to: (i) a non-pre-emptive placing of new Ordinary Shares with certain existing shareholders and other institutional investors of up to 4,858,410 new ordinary shares (the "Firm Placing Shares") (equating to 5.6 per cent. of the Company's existing issued share capital as at the last practicable date prior to this Announcement), utilising the unused authorities granted at the annual general meeting of the Company for 2021 to issue ordinary shares for cash on a non-pre-emptive basis (the "Firm Placing") and (ii) subject to shareholder approval, a non-pre-emptive conditional placing with certain existing shareholders and other institutional investors of a further number of new ordinary shares (the "Conditional Placing Shares"), to be issued under the new authorities to be sought at a general meeting of the Company to issue ordinary shares for cash on a non-pre-emptive basis (the "Conditional Placing") such that the total gross proceeds from the Firm Placing, the Conditional Placing and the Retail Offer together reach an amount of approximately £80 million (the Firm Placing, the Conditional Placing and the Retail Offer, together being the "Equity Financing"). The Equity Financing will be conducted through a bookbuilding process (the "Bookbuild"). The Joint Bookrunners of the Equity Financing reserve the right to issue additional Conditional Placing Shares.

The Retail Offer is conditional on (i) completion of the Firm Placing and the Conditional Placing, such that if both the Firm Placing and the Conditional Placing do not complete, the Retail Offer will not complete and (ii) shareholder approval of the issue of the Retail Offer Shares at the general meeting of the Company to be convened in early March 2022 (the "General Meeting"), such that if shareholder approval is not obtained, the Retail Offer will not complete.

Applications will be made for the Retail Offer Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Settlement for the Retail Offer Shares and Admission is expected to take place on or around 8.00 a.m. (London time) on or around 11 March 2022, and dealings in the Retail Offer Shares will commence at that time. The date for Admission of the Retail Offer Shares is subject to the timing of admission of the Conditional Placing Shares and the date that the Company posts a circular to its shareholders to convene the General Meeting. When the Company posts the circular to shareholders it will confirm any changes to the timetable for Admission of the Retail Offer Shares.

At completion, the net proceeds of the Firm Placing, the Facility and the Company's current cash balances will allow the Company to acquire the 80 per cent. ownership interest in newly-formed Oxford Biomedica Solutions' AAV Manufacturing and Innovation Business for a US$130 million (£97 million) cash consideration payable to Homology and a US$50 million (£37 million) capital injection into Oxford Biomedica AAV Manufacturing and Innovation Business to fund growth. Should the Firm Placing not complete, then the Company would propose to utilise the Facility and its existing cash resources to fund the Transaction.

The net proceeds of the Firm Placing, the Conditional Placing, the Facility and any other surplus funds after completion of the Transaction will fund the Company's existing capital requirements in respect of Oxbox and Windrush Innovation Centre (estimated at £65 million), cover the expenses of the Transaction, the Placing and the Facility and provide additional working capital for the Group.

Retail Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Retail Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors following the release of this announcement. The Retail Offer is expected to close at the same time as the Bookbuild. The Retail Offer may close early if it is oversubscribed.

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 Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid. It is vital to note that once an application for the Retail Offer Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

The Retail Offer Shares 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 Company's existing Ordinary Shares.

Details of the Retail Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available exclusively through the PrimaryBid mobile app.

The Retail Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Retail Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for the Retail Offer Shares, is available to all persons who register with PrimaryBid.

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 the Retail Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com before making a decision to subscribe for the Retail Offer Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer 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.

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