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| Date | 27 Oct 2022 |
| Time | 12:09:01 |
| Category | AGMs and other meetings |
| ID | 3716E |
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF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 ON 7 OCTOBER 2022.
Oxford BioDynamics PLC
("OBD", the "Company" or together with its subsidiaries, the "Group")
Result of General Meeting
Director/PDMR Dealings
Oxford, UK 27 October 2022 Oxford BioDynamics Plc (AIM:OBD), a biotechnology company developing targeted clinical diagnostic tests for immune health based on the EpiSwitch® 3D genomics platform, announces that both of the 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 of the Company held earlier today, application has been made for 17,223,750 new Ordinary Shares (comprising the VCT/EIS Shares to be issued pursuant to the Placing) to be admitted to trading on the AIM market ("AIM") of the London Stock Exchange ("VCT/EIS Admission"). Application has also been made for 29,137,056 new Ordinary Shares (comprising the General Placing Shares, Subscription Shares and Open Offer Shares to be issued pursuant to the Placing, Subscription and Open Offer) to be admitted to trading on AIM ("General Admission"). No further Ordinary Shares will be issued pursuant to the proposed Rump Placing announced on 25 October 2022. Accordingly, a total of £9.3 million has been conditionally raised via the Placing, Subscription and Open Offer.
It is expected that VCT/EIS Admission will take place, and trading in the VCT/EIS Shares will commence, at 8.00 a.m. on 28 October 2022 and that General Admission will take place, and trading in the General Placing Shares, Subscription Shares and Open Offer Shares will commence at 8.00 a.m. on 31 October 2022.
Following VCT/EIS Admission, the Company's issued ordinary share capital and total voting rights will consist of 117,575,324 Ordinary Shares. Following General Admission, the Company's issued ordinary share capital and total voting rights will consist of 146,712,380 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.
In addition to the Related Party Transactions disclosed in Section 7 of Part I of the Circular to Shareholders dated 7 October 2022 and the Company's announcement of the same day, one Director of the Company, Paul Stockdale, has subscribed for 12,500 Open Offer Shares at the Issue Price in addition to his subscription for 37,500 Placing Shares. The independent directors of the Company (being all of the Directors other than Paul Stockdale) having consulted with the Company's nominated adviser, Shore Capital, consider the terms of Paul Stockdale's aggregate subscription for New Ordinary Shares to be fair and reasonable insofar as the Company's Shareholders are concerned.
The total New Ordinary Shares subscribed for pursuant to the Placing, Subscription and Open Offer by the Directors and PDMR who are participating in the Fundraising, are set out below:
|
Director/PDMR |
Existing beneficial shareholding |
New Ordinary Shares |
Beneficial shareholding following the Fundraising |
Shareholding as a percentage of the Enlarged Issued Share Capital |
|
Dr Alexandre Akoulitchev |
6,253,082 |
50,000 |
6,303,082 |
4.30% |
|
Dr Jon Burrows |
150,000 |
100,000 |
250,000 |
0.17% |
|
Stephen Diggle* |
16,252,123 |
2,500,000 |
18,752,123 |
12.78% |
|
Thomas Guiel |
80,000 |
95,000 |
175,000 |
0.12% |
|
Paul Stockdale |
100,000 |
50,000 |
150,000 |
0.10% |
|
Matthew Wakefield |
650,000 |
100,000 |
750,000 |
0.51% |
* Stephen Diggle's beneficial shareholding is held through the Vulpes Life Sciences Fund and Vulpes Testudo Fund, which are controlled by him.
Director/PDMR Dealings
|
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, 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
|
||||
|
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 |
27 October 2022 |
||||
|
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, 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
|
||||
|
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 |
27 October 2022 |
||||
|
f) |
Place of the transaction |
Off market |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Stephen Diggle |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
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
|
||||
|
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 |
27 October 2022 |
||||
|
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, PDMR |
||||
|
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
|
||||
|
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 |
27 October 2022 |
||||
|
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, 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
|
||||
|
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 |
27 October 2022 |
||||
|
f) |
Place of the transaction |
Off market |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Matthew Wakefield |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Non-Executive 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
|
||||
|
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 |
27 October 2022 |
||||
|
f) |
Place of the transaction |
Off market |
||||
For further details please contact:
|
Oxford BioDynamics Plc Jon Burrows, CEO Paul Stockdale, CFO |
Tel: +44 (0)1865 518910
|
|
|
Shore Capital Nominated Adviser and Broker Stephane Auton John More |
Tel: +44 (0)20 7408 4090
|
|
|
Instinctif Partners Melanie Toyne-Sewell Agnes Stephens |
Tel: +44 (0)20 7457 2020
|
|
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 product is EpiSwitch® CiRT (Checkpoint Inhibitor Response Test) for cancer, a predictive immune response profile for immuno-oncology (IO) checkpoint inhibitor treatments, launched in February 2022.
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.
The Company has developed a proprietary 3D genomic biomarker platform, EpiSwitch®, which can build molecular diagnostic classifiers for 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 10,000 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, MD, USA and a reference laboratory in Penang, Malaysia.
For more information, please visit the Company's website, www.oxfordbiodynamics.com, or follow on Twitter or LinkedIn.
About EpiSwitch®
The 3D configuration of the genome plays a crucial role in gene regulation. By mapping this architecture and identifying abnormal configurations, EpiSwitch® can be used to diagnose patients or determine how individuals might respond to a disease or treatment.
Built on over 10 years of research, EpiSwitch® is Oxford Biodynamics' award-winning, proprietary platform that enables screening, evaluation, validation and monitoring of 3D genomic biomarkers. The technology is fully developed, based on testing of over 10,000 samples in 30 disease areas, and reduced to practice.
In addition to stratifying patients with respect to anticipated clinical outcome, EpiSwitch® data offer insights into systems biology and the physiological manifestation of disease that are beyond the scope of other molecular modalities. The technology has performed well in academic medical research settings and has been validated through its integration in biomarker discovery and clinical development with big pharma.