Results of Placing
Oxford Biomedica raised £60m gross via placing and subscription of 13.9m shares at £4.31 per share.
- Gross proceeds £60m
- Net proceeds approximately £58m
- Placing price £4.31 per share
- Discount to closing price 1.93%
- New shares issued 13,921,114 shares
- Percentage of issued capital 13.1%
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Oxford Biomedica plc (LSE: OXB), ("OXB", the "Company", and, together with its subsidiaries, the "Group"), a global quality and innovation-led cell and gene therapy CDMO, is pleased to announce the successful completion of the placing of new ordinary shares of 50 pence each ("Ordinary Shares") in the capital of the Company announced on 14 August 2025 (the "Placing").
A total of 12,212,857 new Ordinary Shares (the "Placing Shares") have been placed by Jefferies International Limited ("Jefferies"), who is acting as global coordinator and joint bookrunner, and RBC Europe Limited ("RBC Capital Markets"), who is acting as joint bookrunner (together, the "Banks") at a price of £4.31 per Placing Share (the "Placing Price").
Concurrently with the Placing, certain existing shareholders of the Company agreed to subscribe for 1,708,257 Ordinary Shares (the "Subscription Shares") at the Placing Price (the "Subscription").
The Placing and the Subscription together raised gross proceeds of approximately £60 million.
The net proceeds of the Placing and Subscription will be used to fund strategic investments to expand OXB's US commercial-scale capacity and advance process quality, productivity and yields. This will allow the Company to address growing client demand including visible near and medium-term opportunities across all clinical phases, including late-stage and commercial supply.
The Placing Price of £4.31 represents a discount of approximately 1.93 per cent to the closing share price of £4.40 on 14 August 2025. The Placing Shares and Subscription Shares being issued represent 13.1 per cent of the issued ordinary share capital of the Company immediately prior to the Placing and Subscription.
The Company consulted with a number of its major institutional shareholders prior to the Placing and has respected the principles of pre-emption through the allocation process insofar as possible. The Company is pleased by the strong support it has received from new shareholders such as Massachusetts Institute of Technology, alongside existing shareholders Briarwood Chase Management, Novo Holdings A/S and Institut Mérieux S.A., amongst others.
Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the admission of the Placing Shares and Subscription Shares to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission and settlement of the Placing Shares and Subscription Shares will become effective on or before 8.00 a.m. on 20 August 2025. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and the Banks (the "Placing Agreement") not being terminated in accordance with its terms prior to Admission.
The Placing Shares and Subscription Shares will, when issued, be fully paid and rank pari passu in all respects with the existing ordinary shares of 50 pence each in the capital of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Following the Placing, the Company shall be subject to a lock-up for a period of 180 days following the date of the Placing Agreement, subject to waiver by the Banks and certain customary carve-outs agreed between the Banks and the Company.
Following Admission, the total number of shares in issue in OXB will be 120,162,121 ordinary shares. Therefore, following Admission, the total number of voting rights in OXB will be 120,162,121. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules of the FCA.
Pre-Emption Group Reporting
| Name of Issuer | Oxford Biomedica plc |
| Transaction details | In aggregate, the Placing and Subscription of 13,921,114 ordinary shares represents approximately 13.1 % of the Company's issued ordinary share capital. Settlement for the Placing Shares and Subscription Shares and Admission are expected to take place on or before 8.00 a.m. on 20 August 2025 . |
| Use of proceeds | The net proceeds of the Placing and Subscription will be used to fund strategic investments to expand OXB's US commercial-scale capacity and advance process quality, productivity and yields. This will allow the Company to address growing client demand including visible near and medium-term opportunities across all clinical phases, including late-stage and commercial supply. |
| Quantum of proceeds | In aggregate, the Placing and Subscription represents gross proceeds of approximately £ 60 million and net proceeds of approximately £58 million. |
| Discount | The Placing Price of £ 4.31 represents a discount of 1.93 per cent to the closing share price of £ 4.40 on 14 August 2025 . |
| Allocations | Soft pre-emption has been adhered to in the allocations process. Management was involved in the allocations process, which has been carried out in compliance with the MIFID II Allocation requirements. |
| Retail Investors | Following due consideration, only institutional investors were eligible to participate in the Placing. |
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b) eligible for distribution through all permitted distribution channels (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, each of Jefferies and RBC Capital Markets have only procured investors for the Placing Shares who meet the criteria of professional clients and eligible counterparties.
EACH OF THE COMPANY, THE BANKS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES HAS BEEN OR IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.
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