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Oxford Biomedica plc announced on 8 March 2022 that all resolutions at its General Meeting were passed, approving the issue of 648,016 Conditional Placing Shares to Novo Holdings and authorising the allotment of 5,018,134 Conditional Placing Shares. The Hart-Scott-Rodino waiting period for its transaction with Homology Medicines Inc. expired, and the Company submitted draw down notices for an $85 million Short Term Loan Facility with Oaktree, which will also fund a $50 million cash injection into Oxford Biomedica Solutions. Admission of the Conditional Placing Shares is expected at 8:00 a.m. on 11 March 2022.
| Date | 8 Mar 2022 |
| Time | 15:54:43 |
| Category | AGMs and other meetings |
| ID | 0789E |
Result of General Meeting
and
Update re Acquisition and Conditional Placing
Oxford, UK- 8 March 2022: Oxford Biomedica plc (LSE:OXB) ("Oxford Biomedica" or the "Company"), a leading gene and cell therapy group, is pleased to announce that at the General Meeting (the "GM") held earlier today all resolutions proposed were duly passed by the requisite majority. All resolutions were voted on by way of a poll.
The results of the poll were as follows:
|
Resolution
|
For (No. of shares) |
For (%) |
Against (No. of shares) |
Against (%) |
Votes Withheld (No. of shares) |
Total issued share capital instructed |
|
To approve the issue of 648,016 Conditional Placing Shares to Novo Holdings in connection with the Conditional Placing (Resolution 1) |
59,277,505 |
99.98 |
14,739 |
0.02 |
9,511,814 |
59,292,244 |
|
To authorise the allotment of 5,018,134 Conditional Placing Shares (Resolution 2) |
68,167,269 |
99.98 |
16,970 |
0.02 |
619,819 |
68,184,239 |
|
To dis-apply statutory pre-emption rights otherwise applicable to the allotment of the Conditional Placing Shares (Resolution 3) |
68,168,310 |
99.98 |
15,489 |
0.02 |
620,259 |
68,183,799 |
As required by the Listing Rules (LR 11.1.7(R) (4)) Novo Holdings did not vote on Resolution 1 and took all reasonable steps to ensure that none of its associates also voted on the relevant resolution.
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the meeting will shortly be available for inspection at the National Storage Mechanism, https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Update re Acquisition and Conditional Placing
The Hart-Scott-Rodino waiting period in relation to the Transaction with Homology Medicines Inc. expired earlier today and accordingly the Company continues to expect completion of the Transaction to occur later this week. To this end the Company confirms that it has recently submitted draw down notices for the $85m Short Term Loan Facility with Oaktree which is being used temporarily to bridge fund the Acquisition and the $50m cash injection into Oxford Biomedica Solutions.
Admission of the Conditional Placing Shares is expected to occur at 8.00 a.m. on 11 March 2022 as has been previously announced.
All capitalised terms used in this announcement but not defined herein have the meaning given to them in the Circular dated 16 February 2022.
|
NOTES:
|
|
|
1. |
Proxy appointments which gave discretion to the Chairman of the GM have been included in the "For" total for the resolution. |
|
2. |
Votes "For" and "Against" the resolution are expressed as a percentage of votes validly cast for that resolution. |
|
3. |
A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" the resolution nor in the calculation of the proportion of "Total issued share capital instructed" for the resolution. |
|
4. |
The number of shares in issue at close of business on 4 March 2022 (being the record date for the GM) was 91,044,506 shares of 50 pence each (the "Share Capital"). |
|
5. |
The proportion of "Total issued share capital instructed" for the resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution). |
|
6. |
The full text of the resolutions passed at the GM can be found in the Notice of General Meeting which is available on the Company's website at www.oxb.com |
|
7. |
A copy of the full text of the resolutions passed at the GM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism |
|
8. |
The complete poll results will be available shortly on the Company's website at www.oxb.com |
Enquiries
Oxford Biomedica plc: T: +44 (0)1865 783 000 / E: ir@oxb.com
Stuart Paynter, Chief Financial Officer
Sophia Bolhassan, Head of Investor Relations
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. In January 2022, Oxford Biomedica announced that it was broadening its leading viral vector offerings by incorporating Homology Medicines' established AAV capabilities into a newly formed AAV Manufacturing and Innovation Business in the US with Homology Medicines as a 20% owner. To date, 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, Boehringer Ingelheim, Beam Therapeutics, Arcellx, Cabaletta, Orchard Therapeutics and Santen, 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.