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RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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 DATED 15
JANUARY 2025.
Oxford BioDynamics
PLC
("OBD" or the
"Company" and, together
with its subsidiaries, the "Group")
Result of
General Meeting
Director/PDMR Dealings
Confirmation of Appointment
31 January
2025 - Oxford BioDynamics PLC (AIM:
OBD), a biotechnology company developing
precision medicine tests based on the EpiSwitch® 3D genomics
platform announces that the resolutions proposed at
the General Meeting of the Company, held earlier today, were duly
passed.
Further to the announcement on 16 December 2024, the
Company is pleased to confirm that following the successful
completion of the Fundraising, Iain Ross will join the Board as
Executive Chairman with immediate effect. Further information
in accordance Rule 17 and paragraph (g) of Schedule Two of the AIM
Rules for Companies relating to Iain Ross is set out at the end of
this announcement.
Further to the passing of the resolutions at
the General Meeting, application has been made for 311,600,000 new
Ordinary Shares (comprising the VCT/EIS Placing Shares and VCT/EIS
Subscription Shares to be issued pursuant to the Fundraising) to be
admitted to trading on AIM ("VCT/EIS Admission"). Application has
also been made for 1,326,658,415 new Ordinary Shares (comprising
the General Placing Shares, the Subscription Shares, the WRAP Offer
Shares, the Fee Shares and the Vulpes Arrangement Fee Shares to be
issued pursuant to the Fundraising) to be admitted to trading on
AIM ("General
Admission").
It is expected that VCT/EIS Admission will take
place, and trading in the VCT/EIS Placing Shares and VCT/EIS
Subscription Shares will commence, at 8.00 a.m. on 3
February 2025 and that General Admission will take place, and
trading in the General Placing Shares, the Subscription
Shares, the WRAP Offer Shares, the Fee Shares and the Vulpes
Arrangement Fee Shares will commence at 8.00 a.m. on 4
February 2025.
Following VCT/EIS Admission, the Company's issued
ordinary share capital and total voting rights will consist of
630,919,226 Ordinary Shares. Following General Admission, the
Company's issued ordinary share capital and total voting rights
will consist of 1,957,577,641 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.
The total New Ordinary Shares subscribed for pursuant
to the Fundraising by the Directors and PDMRs who are participating
in the Fundraising, are set out below:
|
Director/PDMR
|
Existing beneficial
shareholding
|
Fundraising Shares
|
Beneficial shareholding
following the Fundraising
|
Shareholding as a
percentage of the Enlarged Share Capital
|
|
Iain Ross
|
Nil
|
10,000,000
|
10,000,000
|
0.51%
|
|
Stephan Diggle1
|
29,653,978
|
222,222,200
|
251,876,178
|
12.87%
|
|
David Holbrook
|
159,964
|
3,000,000
|
3,159,964
|
0.16%
|
|
Paul Stockdale
|
1,077,919
|
2,000,000
|
3,077,919
|
0.16%
|
|
Matthew Wakefield2
|
1,616,614
|
7,509,1403
|
9,125,754
|
0.47%
|
1 Stephen Diggle's beneficial shareholding is held through the
Vulpes Life Sciences Fund and Vulpes Testudo Fund, which are
controlled by him.
2 Matthew Wakefield's beneficial shareholding includes shares
owned by his wife, Mrs Carla Wakefield
3 2,509,140 ordinary shares received as part of the Baden Hill
Fee.
Following on from the Company's announcement on 14
January 2025, Baden Hill, a related party of the Company, will
receive 12,580,000 Ordinary Shares as commission in relation to the
Baden Hill Fee received for its role in the Fundraising.
For
more information:
|
Oxford BioDynamics
PLC
Iain Ross, Executive
Chairman
Paul Stockdale, CFO
|
+44
(0)1865 518910
|
|
Oak Securities - Sole Broker to the
Fundraising
Jerry Keen
/ Henry Clarke / Damion Carruel
|
+44 (0)20
3973 3678
|
|
Shore Capital - Nominated
Adviser
Advisory: Stephane Auton
/ Lucy Bowden
|
+44 (0)20
7408 4090
|
|
WG Partners
- Financial Adviser to OBD
David
Wilson / Claes Spång / Satheesh Nadarajah /
Erland Sternby
|
+44 (0)20
3705 9330
|
|
Vigo Consulting - Media /
Analyst enquiries for OBD
Rozi Morris
|
+44 (0)20
7390 0230
obd@vigoconsulting.com
|
Regulatory
Disclosures (in accordance with Rule 17 and Schedule Two paragraph
(g) of the AIM Rules for Companies)
Save for the information set out in the
Company's announcement dated 16 December 2024 and below, there are
no further disclosures to be made in accordance with Rule 17 and
Schedule Two paragraph (g) of the AIM Rules for Companies in
respect of the appointment of Mr Iain Gladstone Ross, aged 71.
Iain's beneficial interest in the Company consists of 10,000,000
Ordinary Shares.
Current
Directorships
Adalta Limited (Australia)
Biomer Technology Ltd
Detsamma Investments Pty Ltd
(Australia)
Gladstone Consultancy Partnership
Gladstone Partners Limited (dormant)
ReNeuron (UK) Limited
ReNeuron Group plc1
ReNeuron Holdings
Limited1
ReNeuron Limited1
Silence Therapeutics plc
Tern plc
Past
Directorships
Bivictrix Therapeutics Limited
e-Therapeutics plc
Innopeg Limited
Kazia Therapeutics Limited
(Australia)
Palla Pharma Limited
(Australia)2
Redx Anti-Infectives Ltd
Redx Immunology Limited
Redx MRSA Limited
Redx Oncology Ltd3
Redx Pharma Limited3
Rosscard Leisure Limited
Silence Therapeutics (London)
Limited
1Iain Ross is Chairman
of ReNeuron Group plc and director of its three subsidiaries,
ReNeuron (UK) Limited, ReNeuron Holdings Limited, ReNeuron Limited,
all of which entered into administration on 20 March 2024. This
process is currently ongoing and Iain Ross remains the Chairman of
ReNeuron Group plc and a director of the three above
subsidiaries.
2Iain Ross was a
director of Palla Pharma Limited, a company registered in Tasmania
Australia, when it entered into administration on 17 December 2021.
Subsequently in March 2022, a liquidator was appointed for a
creditors' voluntary liquidation process. Iain Ross resigned from
the board of Palla Pharma Limited on 20 April 2022.
3Iain Ross joined the
board of Redx Pharma plc on 1 May 2017. On 24 May 2017, Redx Pharma
plc and Redx Oncology Ltd were put into administration by Liverpool
City Council, whilst Iain Ross was a director of both companies, as
a result of non-payment of an outstanding loan of £2m. On 3
November 2017 Redx Pharma plc and Redx Oncology Ltd exited
administration with all creditors paid, under the Chairmanship of
Iain Ross.
Notification
and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with
them.
Director/PDMR Dealings
|
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 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 0.1p par value
each
ISIN: GB00BD5H8572
|
|
b)
|
Nature of the transaction
|
Purchase
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.005
|
7,509,140
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A
|
|
e)
|
Date of the transaction
|
31 January 2025
|
|
f)
|
Place of the transaction
|
Off market
|
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
Iain Ross
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
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 0.1p par value
each
ISIN: GB00BD5H8572
|
|
b)
|
Nature of the transaction
|
Purchase
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.005
|
10,000,000
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A
|
|
e)
|
Date of the transaction
|
31 January 2025
|
|
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
|
|
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 0.1p par value
each
ISIN: GB00BD5H8572
|
|
b)
|
Nature of the transaction
|
Purchase
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.005
|
2,000,000
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A
|
|
e)
|
Date of the transaction
|
31 January 2025
|
|
f)
|
Place of the transaction
|
Off market
|
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Vulpes Investment Management (a PCA of Stephen
Diggle) through Vulpes Testudo Fund
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Person closely associated with
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 0.1p par value
each
ISIN: GB00BD5H8572
|
|
b)
|
Nature of the transaction
|
Purchase
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.005
|
222,222,200
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A
|
|
e)
|
Date of the transaction
|
31 January 2025
|
|
f)
|
Place of the transaction
|
Off market
|
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
David Holbrook
|
|
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 0.1p par value
each
ISIN: GB00BD5H8572
|
|
b)
|
Nature of the transaction
|
Purchase
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.005
|
3,000,000
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A
|
|
e)
|
Date of the transaction
|
31 January 2025
|
|
f)
|
Place of the transaction
|
Off market
|
