28 January 2022

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.

LEI: 213800S1GVQNXQ15K851 

OXFORD BIOMEDICA PLC

("Oxford Biomedica" or the "Company")

Result of Placing and PrimaryBid offer

Oxford, UK - 28 January 2022: Oxford Biomedica plc (LSE:OXB), a leading gene and cell therapy group, is pleased to announce the successful completion of the proposed placing announced earlier today (the "Placing"). 

A total of 9,876,544 new ordinary shares of fifty pence each in the capital of the Company (the "Placing Shares") have been conditionally placed by Peel Hunt LLP ("Peel Hunt") and WG Partners LLP ("WG") (together, the "Joint Bookrunners") with new and existing investors at a price of 810 pence per Placing Share (the "Placing Price") raising gross proceeds of £80.0 million for the Company. The Placing Shares represent 11.5 per cent. of the issued ordinary share capital of the Company prior to the Placing.

The Placing is being conducted in two tranches:

·     A firm placing allocation of 4,858,410 new ordinary shares in the Company (the "Firm Placing Shares") equating to 5.6% of the Company's existing issued share capital as at the last practicable date prior to announcement of the Placing.  The placing of the Firm Placing Shares is conditional, inter alia, on their admission to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and admission to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange").

·    A conditional allocation of 5,018,134 new ordinary shares in the Company (the "Conditional Placing Shares") equating to 5.8% of the Company's existing issued share capital as at the last practicable date prior to the announcement of the Placing.  The placing of the Conditional Placing Shares is conditional upon, inter alia, (i) shareholder approval at a general meeting of the Company of the issue of the Conditional Placing Shares on a non-pre-emptive basis, (ii) completion of the Transaction (as defined in the announcement of the Placing published earlier today and (iii) admission to the premium listing segment of the Official List of the FCA and admission to trading on the main market for listed securities of the London Stock Exchange. 

As part of the Placing, retail and other investors have subscribed for 117,284 new ordinary shares in the Company (the "Retail Shares") at the Placing Price pursuant to the offer made by the Company via the PrimaryBid platform (the "Retail Offer"), with approximately 74 per cent. of these being subscribed by existing shareholders of the Company.  The Retail Offer raised gross proceeds of approximately £1.0 million for the Company.

The Placing Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares by reference to a record date falling after their issue.

Applications will be made for the Firm Placing Shares and the Conditional Placing Shares to be admitted to the premium listing segment of the Official List of the FCA and to be admitted to trading on the main market for listed securities of the London Stock Exchange (together, "Admission").

Settlement for the Firm Placing Shares and Admission of the Firm Placing Shares is expected to take place on or around 8.00 a.m. (London time) on or around 4 February 2022 (or such later time and/or date as the Joint Bookrunners may agree with the Company), and dealings in the Firm Placing Shares will commence at that time. The Firm Placing is conditional upon Admission becoming effective and the placing agreement between the Company and the Joint Bookrunners (the "Placing Agreement") not being terminated in accordance with its terms in respect of the Firm Placing Shares.  The Firm Placing is not conditional on completion of the Transaction (as defined in the announcement of the Placing published earlier today).

Settlement for the Conditional Placing Shares and Admission of the Conditional Placing Shares is expected to take place on or around 8.00 a.m. (London time) on or around 11 March 2022 (or such later time and/or date as the Joint Bookrunners may agree with the Company), and dealings in the Conditional Placing Shares will commence at that time. The Conditional Placing is conditional on completion of the Transaction (as defined in the announcement of the Placing published earlier today) and on shareholder approval of the issue of the Conditional Placing Shares at a general meeting of the Company.  The date for Admission of the Conditional Placing Shares is subject to the time it takes to complete the Transaction (as defined in the announcement of the Placing published earlier today) and the date that the Company posts a circular to its shareholders to convene the general meeting to approve the issue of the Conditional Placing Shares. When the Company posts the circular to shareholders it will confirm any changes to the timetable for Admission of the Conditional Placing Shares.

Smaller Related Party Transactions

Dr. Roch Doliveux has agreed to subscribe for 123,456 Placing Shares (61,459 Firm Placing Shares and 61,997 Conditional Placing Shares) at the Placing Price under, and on the terms and conditions of, the Placing. Dr. Doliveux is the Company's Chairman and Interim Chief Executive Officer and is therefore a related party of the Company.  Dr. Doliveux's participation in the Placing is classified as a smaller related party transaction for the purposes of Chapter 11.1.10R of the Listing Rules.

Novo Holdings A/S, a strategic investor in the Company ("Novo Holdings") has agreed to subscribe for 1,290,419 Placing Shares in aggregate across the Firm Placing and the Conditional Placing.  Due to Novo Holdings having held more than 10 per cent. of the Company's issued share capital in the last twelve months, Novo Holdings is deemed to be a related party of the Company under Listing Rule 11.1.4A.  As the Placing is not being conducted on a pre-emptive basis and due to the proposed size of Novo Holdings' participation, the issue of 1,290,419 Placing Shares to Novo Holdings would be classified as a related party transaction under the Listing Rules.  Novo Holdings' subscription for 642,403 Firm Placing Shares at the Placing Price is though classified as a smaller related party transaction for the purposes of Chapter 11.1.10R of the Listing Rules.  Novo Holdings' subscription for 648,016 Conditional Placing Shares in the Conditional Placing will, when aggregated with Novo Holdings' participation in the Firm Placing, be classified as a related party transaction requiring shareholder approval pursuant to Listing Rule 11.1.7.  Relevant details will be set out in the circular to be sent to shareholders in connection with the Conditional Placing and shareholder approval for such participation will be sought at the general meeting of the Company to be held to approve the issue of the Conditional Placing Shares.  If the relevant resolution is not passed in respect of the participation in the Conditional Placing by Novo Holdings, Peel Hunt and WG Partners will use reasonable endeavours to reallocate the Conditional Placing Shares originally allocated to Novo Holdings on closing of the bookbuilding process.

Enquiries:          

Oxford Biomedica plc:                                                     T: +44 (0)1865 783 000 / E: [email protected]

Stuart Paynter, Chief Financial Officer

Sophia Bolhassan, Head of Investor Relations

Evercore (Financial Adviser):                                          T: +44 (0)20 7653 6000

Simon Elliott

Julian Oakley

Peel Hunt (Sponsor and Joint Bookrunner):               T: +44 (0)20 7418 8900

James Steel

Jock Maxwell Macdonald

Sohail Akbar

WG Partners (Joint Bookrunner):                                 T: +44 (0)20 3705 9330

David Wilson

Claes Spång

Satheesh Nadarajah

Consilium Strategic Communications:  

Mary-Jane Elliott                                                              T: +44 (0)7739 788 014

Matthew Neal                                                                   T: +44 (0)7720 088 468

About Oxford Biomedica

Oxford Biomedica (LSE: OXB) is a leading, fully integrated, gene and cell therapy group focused on developing life changing treatments for serious diseases. Oxford Biomedica and its subsidiaries (the "Group") have built a sector leading lentiviral vector delivery platform (LentiVector®), which the Group leverages to develop in vivo and ex vivo products both in-house and with partners. The Group has created a valuable proprietary portfolio of gene and cell therapy product candidates in the areas of oncology, CNS disorders and liver diseases. The Group has also entered into a number of partnerships, including with Novartis, Bristol Myers Squibb, Sio Gene Therapies, Orchard Therapeutics, Santen, Beam Therapeutics, Boehringer Ingelheim, Arcellx and Cabaletta Bio, through which it has long-term economic interests in other potential gene and cell therapy products. Additionally, the Group has signed a 3-year master supply and development agreement with AstraZeneca for large-scale manufacturing of the adenoviral based COVID-19 vaccine, AZD1222. Oxford Biomedica is based across several locations in Oxfordshire, UK and employs more than 740 people. Further information is available at www.oxb.com 

Important Notice

This announcement has been issued by, and is the sole responsibility of, the Company.

This announcement is restricted, and is not for publication, release or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which such publication or distribution would be unlawful.

The Placing Shares 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, Canada, Australia, New Zealand, the Republic of South Africa or Japan or of any other jurisdiction. The Placing Shares may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

In the United Kingdom, this announcement is only directed at persons who are "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation, as amended from time to time (the "UK Prospectus Regulation")  and (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or(ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.); or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area (EEA) (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of article 2(e) of Regulation (EU) 2017/1129 as amended from time to time (the "EU Prospectus Regulation").

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.  No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Peel Hunt or WG Partners or any of their respective affiliates.

Peel Hunt and WG Partners, which are authorised and regulated in the United Kingdom by the FCA are acting for the Company and no one else in relation to the Placing and Admission and they will not be responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt and WG Partners or for providing advice in relation to any matter contained in this document or any matter or arrangement referred to in it. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt or WG Partners or any directors of the Company, or by any of their affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Notification and public disclosure of transactions by persons discharging

managerial responsibilities and persons closely associated with them