TIDMOXB
RNS Number : 6532J
Oxford Biomedica PLC
13 September 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR
THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY
CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PLACING,
SUBSCRIPTION AND RELATED PARTY TRANSACTION (THE "FUNDRAISING") OR
OTHERWISE. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW ORDINARY SHARES
REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF
INFORMATION IN THE PROSPECTUS EXPECTED TO BE PUBLISHED TODAY.
COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE
FROM OXFORD BIOMEDICA'S HEAD OFFICE AT WINDRUSH COURT, TRANSPORT
WAY, OXFORD OX4 6LT.
THE SECURITIES DISCUSSED HEREIN MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMED (THE "SECURITIES ACT"), OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION
UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT
CURRENTLY INT TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT.
ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER
SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE
MERITS OF THE PROPOSED FUNDRAISING. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE PROSPECTUS WILL ALSO BE AVAILABLE ON THE COMPANY'S WEBSITE
AT: WWW.OXFORDBIOMEDICA.CO.UK.
PROPOSED FUNDRAISING OF GBP10 MILLION BY WAY OF A PLACING,
SUBSCRIPTION AND RELATED PARTY TRANSACTION
Oxford, UK - 13 September 2016: Oxford BioMedica plc ("Oxford
BioMedica" or the "Company", together with its subsidiaries, the
"Group") (LSE: OXB), a leading gene and cell therapy group, is
pleased to announce that it intends to raise net proceeds of GBP10
million by the issue of 184,255,000 New Ordinary Shares by means of
a Placing and 199,116,665 New Ordinary Shares by means of a
Subscription at a price of 3 pence per New Ordinary Share. The
Offer Price of 3 pence per New Ordinary Share represents a 28.6 per
cent. discount to the Closing Price of 4.2 pence on 12 September
2016 (being the last practicable date prior to the announcement of
the Fundraising).
Jefferies International Limited ("Jefferies") is acting as
Sponsor, Global Co-ordinator and Bookrunner for the Company, WG
Partners LLP ("WG Partners") and Scott Harris UK Limited ("Scott
Harris") are acting as UK Placement Agents and Roth Capital
Partners, LLC ("Roth Capital") is acting as US Placement Agent for
the Company in connection with the Fundraising.
TRANSACTION SUMMARY
-- Issue of 184,255,000 New Ordinary Shares by means of a
placing (the "Placing") and 199,116,665 New Ordinary Shares by
means of a subscription (the "Subscription").
-- The Offer Price of 3 pence per New Ordinary Share (the "Offer
Price") represents a 28.6 per cent. discount to the Closing Price
of 4.2 pence on 12 September 2016 (being the latest practicable
date prior to this announcement).
-- The Placing has been fully underwritten by Jefferies. The
Subscription is not underwritten. Pursuant to Subscription
Agreements with the Company, Subscribers have subscribed for the
Subscription Shares at the Offer Price.
-- Vulpes Life Sciences Fund has agreed to subscribe for
66,666,667 New Ordinary Shares as part of the Subscription at the
Offer Price and Vulpes Testudo Fund has agreed to subscribe for
33,333,333 New Ordinary Shares as part of the Subscription at the
Offer Price. Both Vulpes Life Sciences Fund and Vulpes Testudo Fund
are managed by Vulpes Investment Management of which Martin Diggle,
a Non-executive Director of the Company, is a founder. Vulpes Life
Sciences Fund and Vulpes Testudo Fund's participation in the
Subscription constitutes a "related party transaction" for the
purposes of Chapter 11 of the Listing Rules (the "Related Party
Transaction").
-- The Fundraising, the Offer Price and the Related Party
Transaction are conditional, inter alia, on shareholder approval. A
General Meeting of the Company (the "General Meeting") is expected
to be convened for 10.00 am on 29 September 2016.
-- The principal purposes of the Placing and Subscription are to:
o further progress its discovery and pre-clinical projects with
the objective of identifying at least
one new product into clinical development within a two year
horizon;
o continue to develop valuable intellectual property relating to
the LentiVector(R) platform; and
o to provide the Group with working capital whilst it continues
to grow its bioprocessing
revenues.
-- The Prospectus (including Notice of General Meeting)
containing full details of the Fundraising is expected to be posted
to shareholders shortly. Terms capitalised in this announcement
have the meaning given to them in the Prospectus.
John Dawson, Chief Executive Officer of Oxford BioMedica,
said:
"Oxford BioMedica is increasingly recognised as a world-leading
gene and cell therapy company with a pipeline of highly valuable
and attractive clinical assets coupled with leading bioprocessing
expertise in the field of lentiviral vectors, all underpinned by
our broad intellectual property position.
"We would like to thank our major shareholders for their
continued support and also welcome and express our gratitude to
Green Cross, who are already an R&D collaborator with the
Group, and who have now taken an equity stake in the Company.
"The new funds raised will enable us to progress our discovery
and pre-clinical projects, develop valuable intellectual property
relating to the LentiVector(R) platform and provide working capital
for the Group to generate demand for our bioprocessing capabilities
that will accelerate the growth of revenues. We believe we are an
excellent position to progress our partners' programmes, secure
further partnerships and advance our in-house pipeline through
out-licensing or spin outs. We look forward to the future with
great confidence."
This announcement contains inside information.
For further information, please
contact:
Oxford BioMedica: Tel: +44 (0)1865
John Dawson, Chief Executive 783 000
Officer
Tim Watts, Chief Financial Officer
Jefferies (Sponsor, Global Co-Ordinator Tel: +44 (0)20
and Bookrunner) 7029 8000
Gil Bar-Nahum
Simon Hardy
Lee Morton
Max Jones
Nicholas Moore
WG Partners (UK Placement Agent) Tel: +44(0)20
David Wilson 3705 9330
Claes Spång
Scott Harris UK Limited (UK Placement Tel: +44 (0) 20
Agent) 7653 0030
Alice Squires
Jamie Blewitt
Financial and corporate communications Tel: +44 (0)20
enquiries: 3709 5700
Consilium Strategic Communications
Mary-Jane Elliott/Matthew Neal/Chris
Welsh/Laura Thornton
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Each of the times and dates in the below timetable is subject to
change, in which event details of the new times and/or dates will
be notified by an announcement through an RIS.
Announcement of the Fundraising 13 September 2016
and publication and dispatch
of the Prospectus (including
Notice of General Meeting) and
Form of Proxy
Latest time and date for receipt 10.00 a.m. on 27
of Forms of Proxy and electronic September 2016
proxy appointments via the CREST
system
General Meeting 10.00 a.m. on 29
September 2016
Announcement of the results of 29 September 2016
the General Meeting through an
RIS
Admission and commencement in 8.00 a.m. on 4
dealings in the New Ordinary October 2016
Shares expected to commence
CREST Stock accounts expected as soon as practicable
to be credited for New Ordinary after 8.00 a.m.
Shares on 4 October 2016
Share Certificates for New Ordinary within 14 days
Shares(1) expected to be dispatched of Admission
STATISTICS RELATING TO THE FUNDRAISING
Offer Price per New Ordinary 3 pence
Share
Discount to Existing Ordinary 28.6 per cent.
Shares(1)
Number of Existing Ordinary Shares
in issue as at 12 September 2016
(being the latest practicable
date prior to the publication
of the Prospectus) 2,703,806,022
Number of Placing Shares to be
issued pursuant to the Placing 184,255,000
Number of Subscription Shares
to be issued pursuant to the
Subscription 199,116,665
Aggregate number of New Ordinary
Shares to be issued pursuant
to the Fundraising 383,371,665
Enlarged Share Capital immediately
following completion of the Fundraising
(2) 3,087,177,687
Estimated gross proceeds of the GBP11.5 million
Fundraising
Estimated net proceeds of the GBP10 million
Fundraising receivable by the
Company
Placing Shares and Subscription 12.4 per cent.
Shares as a percentage of the
Enlarged Share Capital
(1) The discount is to the middle price of Existing
Ordinary Shares at the close of business on 12
September 2016, being the latest practicable date
prior to the announcement of the Fundraising.
(2) This assumes no further exercise of options
under the Share Schemes.
The Placing Shares and Subscription Shares will be New Ordinary
Shares in the Company whose ISIN will be GB0006648157.
1. STRATEGY OF OXFORD BIOMEDICA AND BACKGROUND TO AND REASONS FOR THE FUNDRAISING
Business model and strategy
The Company's business model is based on its integrated
proprietary LentiVector(R) gene delivery platform technology. The
Group has created, and is still developing, a lentiviral vector
gene delivery platform (LentiVector(R) ) which can be used for both
in vivo and ex vivo gene and cell therapy products. The
LentiVector(R) platform, which underpins Oxford BioMedica's
business model, is a unique combination of intellectual property
(patents, trademarks and proprietary know-how), the Group's
bioprocessing and laboratory facilities, and the Group's highly
skilled workforce. This platform, which has been developed over
twenty years, is the foundation for the design and development of
gene and cell therapy products both by Oxford BioMedica and by its
partner companies. The strengths of the platform have increasingly
been recognised through commercial relationships with Sanofi,
Novartis, GlaxoSmithKline and Immune Design and the R&D
collaboration with Green Cross LabCell. In addition, the Company
has entered into an agreement with MolMed for a non-exclusive
licence to Oxford BioMedica's LentiVector(R) platform technology
patents for manufacturing and development services. The Company is
also in discussions with other companies seeking to make use of the
LentiVector(R) platform. Lentiviral vectors have demonstrated
advantages over other vector types, particularly adeno associated
viruses, for specific applications. These advantages include:
-- having a larger genetic payload capacity, as such lentiviral
vectors can address certain diseases
and genetic disorders which other vector types currently
cannot;
-- being able to integrate with target cells, meaning that they
can be used with non-dividing and
dividing cells which is important for ex vivo cell therapies;
and
-- patients do not have pre-existing immunity to lentiviral
vectors, because very few humans are
infected by lentiviruses in comparison to the many who have been
infected with adeno
associated viruses.
The Group's strategy is to discover and develop novel,
potentially single dose and/or curative treatments for patients
with conditions where either no therapy currently exists, or where
the current standard of care has significant limitations by using
its integrated LentiVector(R) gene delivery platform technology.
This strategy will be pursued through:
-- Generating revenues by providing process development and
bioprocessing services to third parties. The Group aims to maintain
its leading position in lentiviral vector bioprocessing by further
improving its vector bioprocessing processes, thus extending the
intellectual property protecting its platform bioprocessing
processes (both patents and know-how). In particular the Group is
currently developing bioreactor bioprocessing processes which have
the potential to increase yields and reduce unit bioprocessing
costs of a patient dose. At the same time, the Group expects to
continue to grow its process development and bioprocessing services
through partnering opportunities, currently based largely on its
Novartis contracts, and the Group is in discussions with a number
of other companies that are developing lentivirus-based products
and require process development and/or bioprocessing, and the
Company also anticipates that further potential but as yet unknown
partners will emerge in due course. The Company expects that some
of these discussions will be converted into partnership contracts
and that the revenues from process development and bioprocessing in
the short and medium term will help over time to defray the costs
in the business including the Company's expenditure on R&D.
-- Use the Group's LentiVector(R) platform to develop cell and
gene therapy products and spin-out or out-licence the Group's
existing in-house clinical product candidates. The Group's product
candidates comprise three "Priority Programmes", OXB-102 for
Parkinson's Disease, OXB-202 for corneal graft rejection and
OXB-302 for cancer, which are the focus of the Company's
development pipeline; two "Other Candidates", OXB-201 for wet AMD
and OXB-301 for cancer; and two "Partnered" ocular product
candidates which have already been out-licensed to Sanofi. Taking
into account the balance of risk and reward in the context of the
substantial investment required over the next two to three years to
conduct the Phase I/II studies, the Group has decided that the
optimal development model for the current wholly-owned in-house
clinical product candidates is to spin them out into one or more
product-focused special purpose vehicles (SPVs) with dedicated
externally-sourced funding or to out-license them. This approach
aims to ensure that the Group's priority clinical assets are
advanced via external funding as expediently as possibly whilst
Oxford BioMedica captures value via a potential combination of
upfront payments and/or equity stakes, development milestones and
royalties. In addition, it is also the intention that the terms of
the SPV or out-licensing agreements would require the partner to
contract back to the Group any further vector engineering or
process development that is required and also the manufacturing
requirements for clinical studies and commercialisation. The Group
plans to continue to work on earlier-stage research and
pre-clinical concepts to build new intellectual property and to
identify the next generation of product candidates for clinical
stage development which could either be out-licensed or spun out.
When appropriate opportunities arise, the Group will also consider
in-licensing technologies and/or products to which the Group can
add value.
-- Developing relationships with companies, universities and
hospitals which require the Group's expertise and intellectual
property to accelerate their own programmes by means of
collaborations, in-licensing or out-licensing and, potentially,
acquisitions. In the past several years, the Group has entered into
commercial relationships with Novartis, Sanofi, GlaxoSmithKline,
Immune Design and Green Cross LabCell, which have given the Group
an active participation in the development of, and a financial
interest in, some of their gene and cell therapy programmes, for
example Novartis' CTL019 as indicated in the "Partnered and IP
Enabled & Royalty Bearing Product Candidates" candidates, as
set out below.
Further information on the Company's current product candidate
portfolio and strategy can be found at Part 2 "Information on
Oxford BioMedica plc" of the Prospectus.
Background to and reasons for the Fundraising
Following the signing of the Novartis contract in October 2014,
the Board decided to expand the Company's bioprocessing and
laboratory capacity. This was partly to meet the commitments given
under the Novartis contract and partly to enable the Company to
take advantage of the increase in demand for lentiviral vector
process development and bioprocessing which was beginning to emerge
in 2014. Since October 2014, the Company has added two new
state-of-the-art GMP clean room facilities, an additional one at
the Harrow House facility and one on a separate site at Yarnton,
near Oxford. The Company has also acquired Windrush Court in Oxford
in which it has installed a completely new suite of biological
laboratories for product and process development, and analytical
testing of GMP material. The Company has also, during the last
eighteen months, recruited and trained the staff necessary to
operate the expanded facilities. The new state-of-the-art
facilities are completely developed and fully operational and the
Group is now in a position to handle significantly higher levels of
activity than it was capable of before this year.
In parallel with the capacity expansion, the Group has continued
with the development of its Priority Programmes: OXB-102, its
Parkinson's Disease programme; OXB-202, its corneal graft rejection
programme; and OXB-302, its cancer programme. A Phase I/II dose
escalation study for OXB-102 has been designed and the study
protocol is in the process of being approved by the regulatory
authorities. The study could commence by early 2017 subject to
successfully out-licensing or spinning out the product. In respect
of OXB-202, it is anticipated that the clinical trial application
for the Phase I/II clinical study will be submitted by the end of
2016, and patients could commence treatment in the first half of
2017, again, subject to successfully out-licensing or spinning out
the product. Furthermore OXB-302, the Group's CAR-T 5T4 programme,
should complete its pre-clinical studies by the end of 2016.
The Company raised GBP20.1 million net of expenses through a
placing and open offer in June 2014 for the purpose of continuing
the development of its product portfolio. The capacity expansion
programme, which is now complete, cost the Company approximately
GBP26 million between October 2014 and June 2016 and has been
funded by drawing down $40 million (GBP26.1 million) of a $50
million loan facility put in place with Oberland Capital Healthcare
(the "Oberland Facility"). The Group raised a further GBP7.5
million net of expenses through a placing in February 2016, in
order to continue the investment in the product portfolio
If any of the Resolutions in the Notice of General Meeting are
not approved the Fundraising will not proceed. In these
circumstances the Directors are of the opinion that the Group will
have sufficient finances to only fund the business until towards
the end of the fourth quarter of 2016. This assumes that the Group
will only generate those revenues which have already been
contracted or which the Directors believe have a high probability
of being realised. However, it does not take into account any
potential upfront licence payments should the Company be successful
in partnering any of the Group's product candidates before the end
of the fourth quarter of 2016, nor does it include potential
revenue from other IP partnering or licensing transactions.
Although it is possible that near term milestone payments and
partnering transactions could increase available funds, the
Directors cannot be certain that any such revenues will materialise
before the end of the fourth quarter of 2016, if at all, and the
receipt of such funds lies outside the full control of the
Company.
The Company would need GBP9 million to fund the business to the
end of 2017, based on the Board's current plans, which highlights
the significance of the current financial position, if any of the
Resolutions in the Notice of General Meeting are not approved. In
the event that any of the Resolutions are not passed by
Shareholders and the Fundraising fails to proceed, the Directors
will seek to implement alternative financing and cost-saving
measures that are likely to reduce the capabilities of the Group in
order to conserve cash.
In the event that any of the Resolutions are not passed and the
Fundraising does not proceed, the Directors do not believe that
such cost-saving measures will successfully make up the cash
shortfall to allow the Company to continue as a going concern
significantly beyond December 2016. If the Company were to be
unsuccessful in pursuing alternative courses of action by the
fourth quarter of 2016, the Directors will be obliged to cease
operations, the consequences of which could include administration
or receivership, or liquidation or other insolvency proceedings. In
such circumstances, Shareholders could lose all or a substantial
amount of the value of their investment in the Company.
Accordingly, it is important that Shareholders vote in favour of
all of the Resolutions in order that Fundraising may proceed.
2. USE OF PROCEEDS
The Company intends to use the net proceeds of GBP10 million
raised pursuant to the Fundraising as follows:
Use approx. million
------------------------------------------ ----------------
Funding discovery and pre-clinical GBP5
projects
Funding the development of LentiVector(R) GBP3
platform
Increase in working capital GBP2
Net Proceeds GBP10
----------------
Expenses of the Fundraising are expected to be approximately
GBP1.5 million. No expenses will be charged to subscribers of New
Ordinary Shares in connection with the Fundraising.
The Fundraising is conditional upon Shareholder approval being
obtained at the General Meeting and is conditional upon the Placing
Agreement and the Subscription Agreements becoming unconditional
and remaining in full force and effect and not having lapsed or
been terminated prior to the admission of the New Ordinary Shares
to the premium listing segment of the Official List of the FCA and
to trading on the London Stock Exchange's main market for listed
securities, (the "Admission"). In the event that any of the
Resolutions are not passed at the General Meeting, the Fundraising
will not proceed. In addition, Admission will not go ahead in the
event that the Placing Agreement or any of the Subscription
Agreements do not become unconditional, or are otherwise
terminated, prior to Admission.
3. PRINCIPAL TERMS OF THE FUNDRAISING
Oxford BioMedica intends to issue 184,255,000 New Ordinary
Shares through a Placing, and 199,116,665 New Ordinary Shares
through a Subscription in each case, at 3 pence per New Ordinary
Share to raise gross proceeds of GBP11.5 million. The Offer Price
of 3 pence per New Ordinary Share represents a 28.6 per cent.
discount to the Closing Price of an Existing Ordinary Share of 4.2
pence on 12 September 2016 (being the latest practicable date prior
to the announcement of the Fundraising) and Shareholders should
note that the issue of the New Ordinary Shares to be allotted
pursuant to the Fundraising, Shareholders will suffer a dilution of
approximately 14.2 per cent. to their interests in the Company.
Application will be made by the Company to the UK Listing
Authority and the London Stock Exchange for 383,371,665 ordinary
shares of 1 pence each in the Company to be admitted to the premium
listing segment of the Official List of the UK Listing Authority
and to be traded on the main market of the London Stock Exchange.
The shares will be issued fully paid and will rank pari passu in
all respects with the existing issued ordinary shares of 1 pence
each of the Company. It is expected that admission of the shares
will become effective at 8.00 a.m. on 4 October 2016, and that
dealings will commence at that time.
Placing
Jefferies, WG Partners and Scott Harris, as agents for Oxford
BioMedica, have conditionally placed, on the terms set out in the
Placing Agreement, the Placing Shares at the Offer Price with
existing Shareholders and other institutional investors outside the
United States, representing gross proceeds of GBP5.5 million. The
Placing is being fully underwritten by Jefferies on the terms and
subject to the conditions set out in the Placing Agreement. A
summary of the Placing Agreement is set out in paragraph 10 of Part
6 of the Prospectus.
Subscription
Pursuant to Subscription Agreements with the Company,
Subscribers have conditionally subscribed for the Subscription
Shares at the Offer Price representing gross proceeds of GBP6
million. The Subscription is not underwritten. A summary of the
terms of a Subscription Agreement is set out in paragraph 11(b) of
Part 6 of the Prospectus.
4. FINANCIAL EFFECTS OF THE FUNDRAISING
Had the Fundraising occurred at the start of the financial
period, the net assets as at 30 June 2016 would have increased by
the net proceeds.
This statement does not constitute a profit forecast and should
not be interpreted to mean that the earnings per share in any
financial period will necessarily match or be lesser or greater
than those for the relevant preceding period.
5. DILUTIVE EFFECT OF FUNDRAISING
Upon Admission, and assuming the passing of all the Resolutions,
and no further exercise of options under the Share Schemes, the
Enlarged Share Capital is expected to be 3,087,177,687 Ordinary
Shares. On this basis, New Ordinary Shares issued through the
Fundraising will represent 12.4 per cent. of the Enlarged Share
Capital.
Following the issue of the New Ordinary Shares to be allotted
pursuant to the Fundraising, Shareholders will suffer a dilution of
approximately 14.2 per cent. to their interests in the Company
6. TRADING UPDATE AND OUTLOOK
Financials update
In the first six months of 2016, gross income (the aggregate of
revenue and other operating income) amounted to GBP14.0 million
(unaudited), up 141 per cent. on the same period in 2015
(unaudited), and the Group continues to expect to make further
progress during the remainder of the year.
The Group began 2016 with GBP9.4 million cash and raised a
further GBP7.5 million (net) from a placing of shares in February
2016. As at 30 June 2016, the Group's net debt was GBP19.4 million,
including GBP11.9 million of cash. On 28 April 2016 the Group
indicated that it had sufficient cash to last well into the third
quarter of 2016, without including any potential inflows from
further contracts or licence agreements. Since then, the Group has
received a number of firm purchase orders for bioprocessing batches
of lentiviral vector later this year and in the first half of 2017
which have extended the period until towards the end of the fourth
quarter of 2016.
Overall, the Group is continuing to trade in line with
management expectations and, on Admission, the Directors believe it
will be in an excellent position to progress its partners'
programmes, secure further partnerships and advance its in-house
pipeline through out-licensing or spin outs.
Process development and bioprocessing progress
The Group expects to make further progress growing its process
development and bioprocessing services in the remainder of 2016 and
2017 by entering into new contracts structured in a similar way to
the Group's current agreements with Novartis and Immune Design. The
Group is in discussions with a number of other companies that are
developing lentivirus-based products and require process
development and/or bioprocessing and, although there can be no
assurances that any definitive agreements will be concluded, the
Company expects that some of these discussions will be converted
into partnership contracts.
R&D update
The Group is continuing to invest in further development of its
LentiVector(R) platform to improve the volumes and yields that can
be obtained from the manufacturing processes and to improve the
efficacy of the vectors when they transduce target cells. This work
will add to the Company's knowhow and help to retain its leadership
in lentiviral vector expertise.
As stated earlier, the Board has decided that in order to
optimise the use of the Group's cash resources, its product
programmes will be out-licensed or spun out prior to the start of
Phase I/II clinical studies. Over the course of the past six
months, the Group has continued to make progress on these
programmes, and this progress will continue as outlined below,
subject to agreeing terms for an out-licensing or spin out
agreement with one or more third parties:
-- OXB-102 for Parkinson's Disease: Patients will be treated at
the same Paris and Cambridge sites that were involved in the
earlier OXB-101 clinical study. The regulatory approval process for
a Phase I/II study is underway in the UK, and it is anticipated
that the first patient could commence treatment by early 2017, with
the French regulatory submission potentially towards the end of
2016. In May 2016, Professor Stephane Palfi, the lead investigator,
presented information at the 19th Annual Meeting of the American
Society of Gene and Cell Therapy (ASGCT) showing evidence of
encouraging long-term sustained benefit of at least four years
duration to patients treated in the original OXB-101 study.
-- OXB-202 for corneal graft rejection: It is anticipated that
the clinical trial application for Phase I/II clinical study will
be submitted by the end of 2016 and that patients could commence
treatment in the first half of 2017. The first site for the
clinical study is likely to be at Moorfields Eye Hospital in London
although further sites, potentially in the US, may be opened once
the study is underway.
-- OXB-302 for cancer: Expected to complete pre-clinical studies by the end of 2016. Following demonstration of pre-clinical concept, clinical planning is likely to be initiated.
Oxford BioMedica continues to invest in earlier stage gene and
cell therapy product concepts, sometimes with partners, with the
aspiration to be able to identify one new product (in addition to
the ones named above) suitable for clinical development over the
next two years which could be considered for partnering,
out-licensing or being spun out.
The net investment in the above R&D activities in 2015 was
GBP10.2 million and GBP6 million in the first half of 2016 after
grant income and deduction of its share of support and corporate
overheads. The Group expects its net investment in its R&D in
the second half of 2016 to continue at around this level as the
preparations for clinical studies of OXB-102 and OXB-202 are
finalised and the OXB-302 pre-clinical work is completed. However,
investment in R&D is expected to decline by between 20 per
cent. to 30 per cent. in 2017 as the financing of the Priority
Programmes is transferred to third parties in line with the
decision to out-license or spin out clinical stage product
development outlined above.
Facility expansion
In January 2016, the Group brought into production the new
state-of-the-art GMP bioprocessing facility at Yarnton, Oxford, and
is now producing CTL019 vector batches for Novartis in both its
original Harrow House clean room and at Yarnton. The expansion of
the Harrow House facility by adding a second clean room suite has
also been completed and MHRA approval for bioprocessing obtained.
This facility is intended to be used for the Group's newly
developed bioprocessing activities and several bioreactor batches
are scheduled for the second half of 2016. The construction of the
new laboratory complex at Windrush Court was completed in May 2016
and this facility has also been approved for the analytical testing
of GMP material. All laboratory-based staff have relocated from the
Medawar Centre to Windrush Court and the Medawar Centre will be
fully vacated by the end of October 2016. The total capital
expenditure to complete all these facilities in the period from
October 2014 to mid-2016 was approximately GBP26 million, of which
GBP6 million was incurred in the first half of 2016. The Group's
headcount at 30 June 2016 was 252 and this is expected to rise to
approximately 280 by the end of 2016 to enable the Group to fully
utilise the new facilities.
7. RELATED PARTY TRANSACTION
In accordance with a Subscription Agreement, Vulpes Life
Sciences Fund has agreed to subscribe for 66,666,667 New Ordinary
Shares as part of the Subscription at the Offer Price and Vulpes
Testudo Fund has agreed to subscribe for 33,333,333 New Ordinary
Shares as part of the Subscription at the Offer Price.
Both Vulpes Life Sciences Fund and Vulpes Testudo Fund are
managed by Vulpes Investment Management of which Martin Diggle, a
Non-executive Director of the Company, is a founder. The
participation in the Subscription by Vulpes Life Sciences Fund,
being a "substantial shareholder" as defined by the Listing Rules,
constitutes a "related party transaction" for the purposes of
Chapter 11 of the Listing Rules. As an "associate of a related
party", Vulpes Testudo Fund's participation in the Subscription
also constitutes a "related party transaction" for the purposes of
Chapter 11 of the Listing Rules. Vulpes Life Sciences Fund's
interests as a "substantial shareholder" and Vulpes Testudo Fund's
interests as an "associate of a related party" may diverge from
those of the other Shareholders.
The Company is required by Chapter 11 of the Listing Rules to
seek Shareholder approval for any "related party transaction" which
it proposes to enter into. Resolution 4 set out in the Notice of
General Meeting seeks, by way of ordinary resolution, the approval
of Shareholders for Vulpes Life Sciences Fund and Vulpes Testudo
Fund to participate in the Subscription.
Pursuant to the requirements of Chapter 11 of the Listing Rules,
Vulpes Life Sciences Fund, as a Related Party, will not vote on
Resolution 4 approving the Related Party Transaction and has
undertaken to take all reasonable steps to ensure that its
associates will not do so either.
The Directors (excluding Martin Diggle) hold 12,711,458 Existing
Ordinary Shares representing approximately 0.5 per cent. of the
existing issued ordinary share capital of the Company in aggregate.
All of the Directors (excluding Martin Diggle) have subscribed for
New Ordinary Shares as part of the Subscription amounting to
3,466,665 New Ordinary Shares in aggregate. Immediately following
Admission, the Directors' holdings, excluding Martin Diggle, are
expected to represent 0.5 per cent. of the issued Ordinary Shares
of the Company.
8. IRREVOCABLE COMMITMENTS
The Directors (excluding Martin Diggle), who in aggregate hold
12,711,458 Existing Ordinary Shares, representing approximately 0.5
per cent. of the existing issued ordinary share capital of the
Company, have irrevocably undertaken to vote in favour of the
Resolutions at the General Meeting.
In addition, Vulpes Life Sciences Fund, which holds 475,850,000
Existing Ordinary Shares, representing approximately 17.6 per cent.
of the existing issued ordinary share capital of the Company, has
irrevocably undertaken to vote in favour of Resolutions 1 to 3 at
the General Meeting and not to vote on Resolution 4 approving the
Related Party Transaction. Vulpes Life Sciences Fund has also
undertaken to take all reasonable steps to ensure that its
associates will not vote on Resolution 4 approving the Related
Party Transaction.
9. GENERAL MEETING
You will find set out at the end of the Prospectus a notice
convening the General Meeting to be held at the offices of
Covington & Burling LLP, 265 Strand, London WC2R 1BH on 29
September 2016 at 10.00 a.m. where the following Resolutions will
be proposed:
Resolution 1
An ordinary resolution to approve the issue of New Ordinary
Shares at 3 pence per share, at a discount in excess of 10 per
cent. of the Closing Price of the Existing Ordinary Shares at the
time of agreeing the Fundraising. This resolution is required
because the Listing Rules require shareholder approval for a
discount in excess of 10 per cent.
Resolution 2
An ordinary resolution to authorise the Directors to allot
relevant securities for the purposes of section 551 of the
Companies Act provided that such power be limited to the allotment
of the New Ordinary Shares up to an aggregate nominal amount of
GBP3,833,716.65 This resolution is conditional upon the passing of
Resolution 1 and 4.
Resolution 3
A special resolution to grant the Directors authority to allot
equity securities for cash pursuant to the authority conferred on
them by Resolution 2 and to dis-apply statutory pre-emption rights
in respect of the allotment of such shares as if section 561 of the
Companies Act did not apply to such allotment, provided that such
power shall be limited to the allotment of the New Ordinary Shares
up to an aggregate nominal amount of GBP3,833,716.65. This
resolution is conditional upon the passing of Resolutions 1, 2 and
4.
Resolution 4
An ordinary resolution to approve, as a related party
transaction, Vulpes Life Sciences Fund and Vulpes Testudo Fund's
participation in the Subscription. This resolution is conditional
upon the passing of Resolutions 1, 2 and 3.
All the Resolutions are inter-conditional, therefore, if any of
the Resolutions are not passed the Fundraising will not proceed. It
should be noted that whilst the provisions of section 570 of the
Companies Act confer on Shareholders rights of pre-emption on the
allotment of equity securities for cash, Resolution 3 seeks to
disapply this right for the purpose of the Fundraising.
The authority and the power described in Resolutions 2 and 3
above will (unless previously revoked or varied by the Company in
general meeting) expire on the date 15 months from the passing of
such resolutions or at the conclusion of the next annual general
meeting of the Company following the passing of the resolutions,
whichever occurs first. The authority and the power described in
Resolutions 2 and 3 above are in addition to any like authority or
power previously conferred on the Directors.
As described in paragraph 8 above, Vulpes Life Sciences Fund
will abstain, and has undertaken to take all reasonable steps to
ensure that its respective associates will abstain, from voting on
Resolution 4 at the General Meeting.
10. ACTIONS TO BE TAKEN
In respect of the General Meeting
A Form of Proxy for use at the General Meeting is enclosed with
the Prospectus. Whether or not you intend to be present at the
meeting, the Form of Proxy should be completed in accordance with
the instructions printed thereon and returned to Capita Asset
Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU or
submitted electronically through CREST or via
www.capitashareportal.com as soon as possible, but in any event so
as to be received by no later than 10.00 a.m. on 27 September 2016.
The completion and return, or submission electronically, of a Form
of Proxy will not preclude you from attending the General Meeting
and voting in person, if you so wish.
11. DIVID POLICY
The New Ordinary Shares will rank pari passu in all respects
with the Existing Ordinary Shares including the right to receive
all dividends and other distributions (if any) declared, paid or
made by Oxford BioMedica after Admission. However, at present, it
is intended that no dividends will be paid by Oxford BioMedica, as
the Company continues to finance the operation of its business.
12. ADDITIONAL INFORMATION
You are recommended to read all the information contained in the
Prospectus and not just rely on the key or summarised information
and your attention is drawn to the information set out in Parts 2
to 6 of the Prospectus.
13. RISK FACTORS
Shareholders and investors should consider fully the Risk
Factors associated with the Group, the Fundraising and the New
Ordinary Shares. Your attention is drawn to the Risk Factors set
out in the Prospectus.
14. TAXATION
Information about United Kingdom and United States taxation is
set out in paragraphs 15 and 16 of Part 6 "Additional Information"
of the Prospectus. This information is a general guide only as to
the current tax position in those jurisdictions. If you are in any
doubt as to your tax position, or you are subject to tax in a
jurisdiction other than the United Kingdom or the United States,
you should consult your own independent professional adviser
without delay.
15. WORKING CAPITAL
The Company is of the opinion that, taking into account existing
cash balances and the net proceeds of the Fundraising, the Group
has sufficient working capital for its present requirements, that
is for at least 12 months following the publication of the
Prospectus.
16. IMPORTANCE OF THE VOTE
If any of the Resolutions in the Notice of General Meeting are
not approved the Fundraising will not proceed. In these
circumstances the Directors are of the opinion that the Group will
have sufficient finances to only fund the business until towards
the end of the fourth quarter of 2016.
This assumes that the Group will only generate those revenues
which have already been contracted or which the Directors believe
have a high probability of being realised. However, it does not
take into account any potential upfront licence payments should the
Company be successful in partnering any of the Group's product
candidates before the end of the fourth quarter of 2016, nor does
it include potential revenue from other IP partnering or licensing
transactions. Although it is possible that near term milestone
payments and partnering transactions could increase available
funds, the Directors cannot be certain that any such revenues will
materialise before the end of the fourth quarter of 2016, if at
all, and the receipt of such funds lies outside the full control of
the Company. For the avoidance of doubt, the Company is required
under the Oberland Facility to maintain cash and cash equivalents
of not less than $10 million (approximately GBP7.6 million) while
the Oberland Facility is outstanding (in pounds sterling terms,
this sum is subject to variation depending on the prevailing
exchange rate) and therefore this sum is excluded from the
Company's assessment of its available funds.
The Company would need GBP9 million to fund the business to the
end of 2017, based on the above assumptions and the Board's current
plans, which highlights the significance of the current financial
position, if any of the Resolutions in the Notice of General
Meeting are not approved.
In the event that any of the Resolutions are not passed by
Shareholders and the Fundraising fails to proceed, the Directors
will seek to implement the actions detailed below immediately.
-- The Group would seek to access the $10 million (approximately
GBP7.6 million) of cash and cash equivalents which is restricted
under the terms of the Oberland Facility. This would require
Oberland's consent and there can be no certainty that Oberland
would consent to the Group having access to the restricted $10
million (approximately GBP7.6 million) within the timeframe
required, or that their requested compensation for doing so would
be acceptable to the Group, to prevent a working capital shortfall,
or at all.
-- The Group would seek alternative forms of financing. However,
the Directors cannot guarantee that it will be possible to obtain
any such alternative forms of financing within the required
timeframe, if at all, or that such financing, if obtained, will be
on terms as attractive as the Fundraising for Shareholders.
-- The Group would seek to accelerate some of its partnering and
out-licensing transactions. However, the Directors cannot guarantee
that it will be possible to agree terms that are as favourable as
they would have been if the programmes were not accelerated and
there can be no guarantee that terms could be agreed within the
timeframe required to prevent a working capital shortfall.
-- The Group would seek to reduce its cost base by suspending
all discretionary pre-clinical and internal product development
activities, potentially mothballing one or more of the GMP clean
room suites and also by implementing redundancies and cutting back
on all other non-project related discretionary expenditure, which
is likely to reduce the capabilities of the Group in order to
conserve cash. While the implementation of such reductions to the
Group's cost base may improve the Group's ability to conserve cash,
there can be no guarantee that any resulting cost savings will be
realised quickly enough to prevent a working capital shortfall, or
at all, and, in any event, the Directors do not anticipate that the
quantum of such savings would be sufficient enough to prevent a
working capital shortfall.
Notwithstanding the measures outlined above, in the event that
any of the Resolutions are not passed and the Fundraising does not
proceed, the Directors do not believe that the above actions will
successfully make up the cash shortfall to allow the Company to
continue as a going concern significantly beyond December 2016. If
the Company were to be unsuccessful in pursing these alternative
courses of action by the fourth quarter of 2016, the Directors will
be obliged to cease operations, the consequences of which could
include administration or receivership, or liquidation or other
insolvency proceedings. In such circumstances, Shareholders could
lose all or a substantial amount of the value of their investment
in the Company. Accordingly, it is important that Shareholders vote
in favour of all of the Resolutions in order that the Fundraising
may proceed.
17. FINANCIAL ADVICE
The Board has received financial advice from Jefferies in
relation to the Fundraising. In providing its financial advice to
the Board, Jefferies has relied on the Board's commercial
assessment of the Fundraising.
18. RECOMMATION
The Board believes that the Fundraising, the Offer Price (which
represents a discount in excess of 10 per cent. of the Closing
Price at the time of the announcement of the Fundraising) and the
Related Party Transaction are in the best interests of Oxford
BioMedica and the Shareholders as a whole.
The Board (excluding Martin Diggle who has not taken part in the
Board's consideration of the matter) which has been so advised by
Jefferies, believes that the Related Party Transaction is fair and
reasonable so far as Shareholders are concerned. In providing such
advice to the Directors (excluding Martin Diggle), Jefferies has
taken into account the Directors' commercial assessments of the
Related Party Transaction.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of all of the Resolutions to be proposed at the
General Meeting, as those Directors who hold shares have
irrevocably undertaken to do, (although Vulpes will abstain, as
required, and has undertaken to take all reasonable steps to ensure
that its respective associates will abstain, from voting on the
Related Party Resolution relating to its Related Party
Transaction).
IMPORTANT NOTICE
This Announcement and the information contained in this
Announcement is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or within the
United States (including its territories and possessions, any State
of the United States and the District of Columbia), Australia,
Canada, Japan or South Africa, or any other jurisdiction where to
do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
This Announcement does not constitute or form part of any offer
or any solicitation to purchase or subscribe for securities in the
United States.
The securities referred to herein have not been, and will not
be, registered under the Securities Act or under the applicable
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold, taken up, resold, transferred
or delivered, directly or indirectly within, into or in the United
States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
relevant state or other jurisdiction of the United States. There
will be no public offer of securities in the United States.
The New Ordinary Shares have not been and will not be registered
under the applicable securities laws of Australia, Canada, Japan or
South Africa and, subject to certain exceptions, may not be offered
or sold, directly or indirectly, in Australia, Canada, Japan or
South Africa. There will be no public offering of the New Ordinary
Shares in Australia, Canada, Japan or South Africa or
elsewhere.
This Announcement has been issued by, and is the sole
responsibility, of the Company. This Announcement is not an offer
to sell nor a solicitation to buy any securities in any
jurisdiction, nor is it a prospectus for the purposes of Directive
2003/71/EC as amended (including amendments by Directive
2010/73/EU, to the extent implemented in the relevant member state)
(the "Prospectus Directive") and investors should not subscribe for
or purchase any New Ordinary Shares referred to in this
Announcement except solely on the basis of information in the
Prospectus.
This Announcement is not an invitation nor is it intended to be
an inducement to engage in investment activity for the purpose of
section 21 of the Financial Services and Markets Act 2000 (as
amended) of the United Kingdom ("FSMA"). To the extent that this
Announcement does constitute an inducement to engage in any
investment activity included within this Announcement, it is
directed at and is only being distributed to: (A) persons in member
states of the European Economic Area who are qualified investors
within the meaning of Article 2(1)(e) of the Prospectus Directive;
(B) if in the United Kingdom, persons who (i) have professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), or are high net worth companies,
unincorporated associations or partnerships or trustees of high
value trusts as described in Article 49(2) of the Order; and (ii)
are "qualified investors" as defined in section 86 of FSMA; and (C)
otherwise, to persons to whom it may otherwise be lawful to
communicate it to (each a "Relevant Person"). No other person
should act or rely on this Announcement and persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. By accepting the terms of this Announcement you represent and
agree that you are a Relevant Person.
Jefferies, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for the Company as Sponsor, Global Co-Ordinator and Bookrunner and
no-one else in relation to the Fundraising or Admission, and, will
not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Fundraising or
Admission, and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to the Fundraising
or Admission, or any other transaction or arrangement referred to
in this Announcement and, apart from the responsibilities and
liabilities, if any, which may be imposed on Jefferies by FSMA or
the regulatory regime established thereunder, Jefferies accepts no
responsibility whatsoever and makes no representation or warranty,
express or implied, for or in respect of the contents of this
Announcement, including its accuracy, completeness or verification,
nor for any other statement made or purported to be made by, on
behalf of it, the Company, the Directors or any other person, in
connection with the Company, the Fundraising or Admission.
Jefferies and its directors, officers, employees, advisors and
affiliates each accordingly disclaims all and any liability,
whether arising in tort, contract or otherwise, which it might
otherwise be found to have in respect of this Announcement or any
such statement.
WG Partners, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for the
Company as UK Placement Agent and no-one else in relation to the
Fundraising or Admission, and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Fundraising or Admission, and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of WG Partners nor for providing
advice in relation to the Fundraising or Admission or any other
transaction or arrangement referred to in this Announcement and,
apart from the responsibilities and liabilities, if any, which may
be imposed on WG Partners by FSMA or the regulatory regime
established thereunder, WG Partners accepts no responsibility
whatsoever and makes no representation or warranty, express or
implied, for or in respect of the contents of this Announcement,
including its accuracy, completeness or verification, nor for any
other statement made or purported to be made by, on behalf of it,
the Company, the Directors or any other person, in connection with
the Company, the Fundraising or Admission. WG Partners and its
directors, officers, employees, advisors and affiliates each
accordingly disclaims all and any liability, whether arising in
tort, contract or otherwise, which it might otherwise be found to
have in respect of this Announcement or any such statement.
Scott Harris, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for the
Company as UK Placement Agent and no-one else in relation to the
Fundraising or Admission, and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Fundraising or Admission, and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Scott Harris nor for providing
advice in relation to the Fundraising or Admission or any other
transaction or arrangement referred to in this Announcement and,
apart from the responsibilities and liabilities, if any, which may
be imposed on Scott Harris by FSMA or the regulatory regime
established thereunder, Scott Harris accepts no responsibility
whatsoever and makes no representation or warranty, express or
implied, for or in respect of the contents of this Announcement,
including its accuracy, completeness or verification, nor for any
other statement made or purported to be made by, on behalf of it,
the Company, the Directors or any other person, in connection with
the Company, the Fundraising or Admission. Scott Harris and its
directors, officers, employees, advisors and affiliates each
accordingly disclaims all and any liability, whether arising in
tort, contract or otherwise, which it might otherwise be found to
have in respect of this Announcement or any such statement.
Roth Capital, which is authorised in the US by the Financial
Industry Regulatory Authority ("FINRA"), is acting exclusively for
the Company as US Placement Agent and no-one else in relation to
the Fundraising and Admission, will not regard any other person
(whether or not a recipient of the Announcement) as a client in
relation to the Fundraising or Admission and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Roth Capital nor for providing
advice in relation to the Fundraising or any other transaction or
arrangement referred to in the Announcement and, apart from the
responsibilities and liabilities, if any, which may be imposed on
Roth Capital by FINRA or any other US regulatory authority, Roth
Capital accepts no responsibility whatsoever and makes no
representation or warranty, express or implied, for or in respect
of the contents of the Announcement, including its accuracy,
completeness or verification, nor for any other statement made or
purported to be made by, or on behalf of, it, the Company, the
Directors or any other person, in connection with the Company, the
Fundraising or Admission. Roth Capital and its directors, officers,
employees, advisors and affiliates each accordingly disclaims all
and any liability, whether arising in tort, contract or otherwise,
which it might otherwise be found to have in respect of the
Announcement or any such statement.
This Announcement may contain forward-looking statements that
reflect the Group's current expectations regarding future events,
including the clinical development and regulatory clearance of the
Group's product candidates, the Group's ability to find partners
for the development and commercialisation of its product
candidates, the business of the Company, and management plans and
objectives. The Company considers any statements that are not
historical facts as "forward-looking statements". Forward-looking
statements involve risks and uncertainties. Actual events could
differ materially from those projected herein and depend on a
number of factors, including the success of the Group's research
strategies, the applicability of the discoveries made therein, the
successful and timely completion of pre-clinical and clinical
studies with respect to the Group's product candidates, the
uncertainties related to the regulatory process, the ability of the
Group to identify and agree beneficial terms with suitable partners
for the commercialisation and/or development of product candidates,
as well as the achievement of expected synergies from such
transactions, the acceptance of product candidates by consumers and
medical professionals, the successful integration of completed
mergers and acquisitions and achievement of expected synergies from
such transactions and the ability of the Group to identify and
consummate suitable strategic and business combination
transactions, the scaling-up of the Group's bioprocessing
activities and the risks described in the "Risk Factors" set out in
the Prospectus.
When used in this Announcement the words "estimate", "project",
"intend", "aim", "anticipate", "believe", "expect", "should" and
similar expressions, as they relate to the Company or the
management of the Group, are intended to identify such
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this Announcement. Neither the Company nor any
other member of the Group undertakes any obligation publicly to
update or revise any of the forward-looking statements, whether as
a result of new information, future events or otherwise, save in
respect of any requirement under applicable laws, the Listing
Rules, Prospectus Rules, Disclosure Rules and Transparency Rules
and other regulations.
No statement in this Announcement or incorporation by reference
into this Announcement is intended as a profit forecast or profit
estimate and no statement in the Prospectus should be interpreted
to mean that earnings or earnings per Ordinary Share for the
current or future financial years would necessarily match or exceed
the historical published earnings per Ordinary Share.
Save where expressly stated otherwise, neither the content of
the Company's website nor the content of any website accessible
from hyperlinks on the Company's website is incorporated into, or
forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGUGDCIUBBGLX
(END) Dow Jones Newswires
September 13, 2016 02:01 ET (06:01 GMT)
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